Ben and the Planet of the Ponies
by ngrey651
Summary: Gwen had insisted they go to this strange planet on their road trip through the galaxy; a planet full of ponies with odd abilities, filled with magic. It sounded fascinating! What they don't know is a strange new outsider is threatening the world...and worse still, that the pastel-coated paradise they think they've landed on isn't quite as shiny and clean as they think.
1. Planetfall

Ah, the road trip.

Complete freedom to go wherever you wanted to go. Just you, your vehicle, your friends and the open road. What more could a young buck ask for?

Well, if that road was in the stars, truly nothing! For the teenage Ben Tennyson was absolutely ecstatic about his seeing the sights with his friends, and for once, enjoying the time he spent in the galaxy. Just once, he thought, it would be nice to go a week without needing to defend himself from alien invaders, or trying to keep his precious Omnitrix from falling into evil hands, or seeking some treasure to get hold of before some supervillain lunatic got their own mitts on it.

And their first stop was one which Gwen had insisted they examine. A world evidently steeped in magical power. She leaned back in the backseat of their spaceship, cheerily grinning to herself behind her glasses as her boyfriend Kevin scratched at the stubble on his chin. "You're sure about this?" He wanted to know, tilting his head a little to the side as he looked over the book of "Natural Magic Users" that Gwen had given for him and Rook and Ben to peek over. "I mean…they're ponies."

"They're majestic, noble beings of immense power." Gwen remarked, waving a finger in the air.

"They are horses, Ms. Tennyson. Most assuredly." The faintly cat-esque alien that was Rook Blonko said, Kevin tossing him the thick black tome as Rook's yellow eyes peered over the pages that described these "Equustrians". "Yet you say they are…skilled magic users?"

"Every single pony on the planet has magic flowing through them, just like how technically every human on Earth does. But while humans need items to bring that out, they've naturally developed abilities to do it. A third of them have super strength, a third can fly and manipulate the weather, and another third is capable of incredible spells!" Gwen said as he sat up and took the book back from Rook with a big smile, waving it back and forth in the air as Rook's white face showed nothing but stupid confusion. Frankly though, this was no surprise. All of them were amazed that this was the planet Gwen had chosen of all places.

Ben was trying not to think too much about it as he piloted their ship towards the almost Earth-esque planet of "Equus", a blue and green marble with soft, puffy white clouds that ambled overhead as their spacecraft landed in an open clearing, Ben standing up and doing some stretching before heading for the exit ramp of the ship. "Alright, everyone. Now, this is Gwen's stop, so we're going to let her have fun."

"And you should probably allow her to do the talking." Rook added with a calm nod, Ben shrugging a bit but agreeing with a small nod in return.

"I had a lot of experiences with ponies growing up before I went on that fateful summer trip." Gwen remarked cheerily, putting a hand over the blue and white long-sleeve shirt she wore. "Or at least I did for three years until-" She trailed off, giving Ben a bit of an accusatory glare.

**GWEN TENNYSON'S BEDROOM, AGE 9**

"NOOOOOOOOOOOOOOOOOOO!" Gwen screamed to the heavens, tugging on her orange hair as she fell to her knees, howling like a wolf as Ben gulped nervously. He rubbed the back of his neck with one hand, the other holding a one of several dozen wrecked and even decapitated pony dolls, a baseball somehow now embedded in the ceiling above him.

"Um, er…it isn't what it looks like! I was trying to see how many times I could bounce a baseball off my foot like a hacky sack and…um…I…" He stammered.

"My babies…" Gwen whispered, Ben giving her the one he had in his hand as she looked down at it. "Butter Scotch…oh sweetie, what did he do to you?"

"Uh…your stable survived!" He said, pointing over to the corner where her "stable" for holding several other ponies laid, the red and white little building still untouched until the baseball fell down, bounced off Ben's head and crashed into the stable, collapsing it in a heap as Gwen rose up, clenching her fists.

"Just out of curiosity?" She asked in a sickly sweet voice. "Where is that baseball bat now?!"

**PRESENT**

"The worst part is I then had to sit through 32 pony funerals." Ben mumbled quietly as Kevin began laughing so hard his knees literally buckled, finally being silenced when Gwen gave him a dark glare, a sharp contrast the beautiful bright sunlight that shone down on them all. Equus was evidently a land of milk and honey, with dazzling sunlight dancing off dew-drop-kissed blades of tender green grass. The plains of Equus stretched far, even around the hamlet villages that littered the landscape, looking like a delightful blend on 1950's America and 1770's at its best, cobblestone roads past every store and home with a big, wooden sign that read "Welcome to Trottsdale" in front of the town they'd landed nearby.

"Trottsdale? Why would they name their town such an obvious play upon words that pertains to ponies?" Rook wondered aloud before taking notice of a large amount of, sure enough, pony-like beings making their way towards them. Hooves, different-colored manes, big, cheery eyes, yet all of them had different color schemes that weren't quite the same as normal horses.

Far from it! Why, some were outright blue or orange or green! A few were wearing clear and obvious clothing or had horns in the middle of their forehead, giving away their obvious unicorn-ness. And on top of that, there were a few Pegasi guards decked out in golden and blue armor that were flying down alongside an immensely tall, regal and resplendent Equustrian with both full, lovely wings and a fine long horn that were both as white and pure as her fur. She gave a deep bow, her mane like a flowing rainbow river before holding her majestic head high, spreading a hoof outward.

"Greetings and salutations! I am the Solar Regent! And I welcome you, visitors! Welcome to Equustria!" She proclaimed, laying a golden-horseshoed hoof upon her chest. "It's always nice to welcome new faces. Especially ones who have such a clear mastery of magic. Why, it's written all over your soul." The Solar Regent intoned with her soft-spoken yet wise voice, gesturing at Gwen as she blushed.

"Really? Y-You can tell?" Gwen asked quietly.

"Of course. Your aura is very clear and very radiant. We could most definitely use your assistance here on this planet, your timing is truly fortuitous. We've had a very nasty, monstrous offworlder who's been harassing our people. Should you encounter her, could you possibly put her in her place?" The Solar Regent went on, the other assembled ponies in the crowd all nodding as one.

"Oh yeah, she's awful!"

"She's so mean!"

"What a nasty person!"

"Odd fashion sense, too."

"Who wears tie-dye?"

That got Ben interested, his head tilting slightly to the side as he saw a chance to perhaps do what he did: hero time. "I'm Ben Tennyson. You might have heard of me?" He spoke up, as the Solar Regent looked him over. "Kinda saved the universe a bunch of times."

"Well then you can definitely help your friend here, correct?"

"Well…I suppose. If that's what you'd like." Ben said, slightly saddened that they didn't seem to think much of him. "I've got the ability to turn into a variety of aliens who could help."

"Oh, that is quite interesting." The Solar Regent said, tilting her head slightly to the side herself, pursing her lips a little. "Please excuse me if we've not heard of you, we don't really interact much outside the solar system we're in. Why, we don't even have basic galactic cable."

"You monsters." Kevin grunted under his breath.

"Ignore him, he'll live without a few days of "I Hate All Your Children"." Gwen said quickly, waving a dismissive hand in the air. "I give you my word as Gwendolyn Tennyson that I and my cousin Ben, my boyfriend Kevin Levin, and our dear friend Rook Blonko will do all we can to assist you with this dangerous offworlder you're worried over. We see her, we'll make things right." She promised, speaking in a dramatic tone for emphasis as she raised a hand up, closing her eyes as all the ponies seemed to like this, bowing all at once around them as Rook scratched his head.

"They seem to have a great enjoyment of melodrama and regal affairs." He intoned as the group watched the large crowd of ponies walk off, one of the horsey crowd being left behind, a grey-furred stallion with deep blue eyes and even darker blue hair who's hooves seemed to be wrapped in bandages, a headband covering his forehead. "Yes, sir?"

"Listen." The stallion said quietly. "The outsider is…very dangerous. Seriously. Don't try anything stupid with her. If you do see her, I recommend you find me at my home and we discuss it. I don't want the others freaking out." He said, whispering quietly before turning around, dark cape flowing behind him. "I'm on the outskirts of town by the large oak tree. White house with the moon mailbox. Can't miss it."

The colt walked off, giving them a small wave as Ben scratched his head. Odd. The way he'd talked had sounded kind of "off". Ben couldn't put his finger on it, but it was almost as if he wanted to study the "outsider" the Equustrians were worrying about.

Ah well. Ben shrugged, turning to the others. "We should split up. I mean, let's be honest. This is a pastel paradise, I really doubt we'll encounter some kind of monster the four of us couldn't handle on our own, and even if we did, we've all got our Plumber's communicator badges." The brown-haired teenager said, pointing at the black and white badge strapped to his belt, all of them giving him a nod.

"Okay, we'll split up, meet back here in an hour?" Gwen offered.

"Sounds fine to me. I wanna see if there's anything interesting around here." Kevin said.

"I shall be most interested to explore more of their cozy-looking town." Rook added, and with that, all of them made their way in different directions, unaware of just what they were getting themselves into…

…

…

…

…Gwen Tennyson made her way smoothly towards the natural forest path, whistling a bit as the wind blew through her hair. It was a lovely day out here on Equus, with birds a-chirping, bees a-buzzing, everything seemed picture-perfect like a Hallmark card given life. Better still, all of the creatures here seemed amazingly well behaved.

"Bob, I said "sit"." A yellow-furred pegaus remarked, waving a hoof in the air as a bear sat down with the rest of his friends as they all nodded together on the Pegasus's mark at Gwen as she passed by, cheerily waving. "Have a good time in our forest!" The Pegasus cheerily intoned. "And a lovely day!"

"Oh, thank you!" Gwen said, smiling back at the cheery blue-eyed pony as she began to hum a little, hearing the Pegasus leading the bears in a kind of chorus in the background, each of them letting out a roar of just the right note.

In fact, it almost sounded sort of like-

"_**Into the woods, It's time to go, It may be all In vain, I know. **_

_**Into the woods-But even so, I have to take the journey! **_

_**Into the woods, The path is straight!"**_

"We know it well!" Several ponies remarked, trotting by Gwen as she twirled about, waving back at them with a smile.

"Yes, I could tell! Into the woods, a simple spell!" Gwen snapped her fingers, eyes briefly glowing a pinkish shade as a gigantic pink arrow formed in the air of soft indigo light, pointing the way she needed to head towards. Smiling in pride, Gwen stepped up her stride, continuing to cheerily sing.

"_**The way is clear, The light is good,  
I have no fear, Nor no one should.  
The woods are just trees,  
The trees are just wood. No need to be afraid here-" **_

She stopped for a moment, turning about. A crack had rippled through the air and she inched towards it's direction, pushing aside some bushes, an eyebrow raised up.

"Is there something in the glade there?"

A spider looked up at her, blinking a bit before pulling out a very tiny boquet of flowers, Gwen staring at this before picking them up.

"Oh! Thank you." She remarked, giving him a little thankful nod before heading back onto the path, pocketing the flowers and practically skipping along the way.

"_**Into the woods, without delay,  
But careful not to lose the way.  
Into the woods, who knows what may  
Be lurking on the journey?**_

**_Into the woods to get the thing_**  
**_That makes it worth the journeying._**  
**_Into the woods! Into the woods! Into the woooods!"_**

And then she stopped, blinking in surprise. A clearing had been forcibly burned away in the middle of the woods, fire and flame making an enormous charred hole in the midst of the forest. Smoke rose from ashes all around her as she crouched down, blinking in surprise, for something clearly wasn't right. It wasn't just that a perfect circle had been formed out of a strange kind of fire, oh no. The ground itself had been…slightly collapsed. As if an immense weight was leveled down on top of it, threatening to collapse the forest floor. Had some kind of meteor struck here? Was this that outsider's work?

And more importantly-

"So, um…"

Gwen rubbed the back of her neck as she and the others sat inside the spaceship, eating some snacks, Ben sipping on one of several "Mr. Smoothy's" he'd brought with him for the trip.

"Did anybody, er-I-um…start singing?"

All of them froze in place.

"Holy crap." Kevin gasped out.

"I thought it was just ME!" Ben exclaimed.

"You as well?" Rook murmured. "I could not help myself!"

"I'm not going nuts after all. I just couldn't help it, it bubbled up inside me and I had to let it out!" Gwen said, putting her hands on her chest, shaking her head back and forth in confusion. "I don't get it! Why would I feel the need to sing here?"

"Yeah, it was weird." Kevin murmured. "Not that I sang that much but…still."

"What **did** you sing?" Ben asked, a mischevious glint coming to his green eyes as Kevin frowned, turning his black-haired head to the side.

"I ain't telling all of you. It was embarrassing!"

"You sang Greased Lightning, didn't you?" Gwen quietly asked, raising an eyebrow up, giving a small smirk as Kevin went "eep", turning even paler than Rook's face as Ben began to laugh so hard HIS knees buckled, and then he shot smoothy out of his nose.

"Ow! Sonofa!"

"I would rather not discuss what I sang. Revonnahgand music is quite…loud." Rook said, his white and faintly violet face blushing a bit. "Very. Very loud. Also quite dirty."

Everyone immediately whipped their head in his direction, eyes widening. "Wait. Your people, like, the squeaky-cleanest, plain-old-farming-type folks in the galaxy…your music is dirty? How?" Ben asked.

"Our first and most famous songs were part of official challenges done for the combat art of Revonnah Kai. We would lay verbal waste to our opponents for all to hear. It was to show our minds were as keen as our blades. There is quite a lot of lyrics centering around, what is the Earth phrase? "Your mother" insults?" Rook mumbled nervously.

"_**She had a nice lance that I sat upooooon!  
The maiden from Fasolt who was also thy mooooom!"**_ A voice rang from outside, Rook blushing deeply, visibly shrinking in his chair as they looked outside, seeing that same colt from before holding up a video camera.

"We might not have basic cable…but we do have internet. This is gonna go up on Colttube."

_"I WANT THAT FILM!"_ Rook screamed out, diving after him as he raced off...

None of them aware of who was watching from afar, flames slowly rising off her body.

"So they brought in mercenaries or something, huh? Well, fine. If they want to play rough…so can I."


	2. These Lips Are Sealed

Luckily for Rook, he'd been able to tackle the pony he'd been chasing down just outside of his home and had captured the video camera. He had long since crushed it into a pulp and was now picking apart the pieces like it was a jigsaw puzzle he was trying to destroy for being so frustrating, nonchalantly whistling as he did his deed, Ben pacing back and forth.

"Maybe it's just us. I mean, maybe it's just that since we're from off-planet, we're affected by something in the air or whatever that the people of this planet aren't." He reasoned, Gwen raising an eyebrow up in surprise, Kevin blinking as he shot up from the map of the town he was looking over, Rook dropping the remnants of the video camera. "What?" Ben asked.

"You just said something very reasonable, intelligent and level-headed." Gwen remarked, tilting her head slightly to the side. "It's just-"

"You are positive you are Ben? You have not been replaced with Albedo again, have you?" Rook inquired, looking Ben over suspiciously, lifting an arm up as Kevin smirked.

"Yeah, I mean, you're not known for the bright ideas."

"Hey, I'm not as dumb as I used to be-I mean I was never stupid-GAH!" Ben threw his hands in the air. "It might just be us. Is there a way we can check?"

"One minute." Gwen said, heading out of the fairly dark confines of their spaceship, whistling a bit as she stepped out, going from the greyish/blue of the ship's interior to the bright dazzling color palate of the world of Equustria, taking notice of a grey-furred pony with a blonde mane who had a bag slung around her shoulder and was whistling a tune as she approached a few other ponies not too far off.

"Um…it's a very nice day, I have to say." Gwen spoke up to the pony as the mailwoman turned and cheerily smiled back, her eyes rather wonky in how they came across, a big, cheery smile on her features. "A beautiful morning on your planet. You must all be very proud of how well-kept up the place is!"

"Yes, it's an inky-dinky-doo-dah-morning!" The mail-pony remarked.

**_"Morning! Morning! Morning!"_** The other ponies began to sing out, bobbing up and down in perfect synchronization, Gwen blinking a bit as she took it all in, adjusting her glasses ever-so-slightly.

**_"Inky-dinky-doo-dah-morning!"_**

**_"Morning! Morning! Morning!"_**

**_"Inky-dinky-doo-dah-morning!" _**

**_"The air is bright, and fresh and sweet!" _**The cross-eyed pony proclaimed as she pulled out a letter from her bag again and again, passing it to a pony with every single word in her song before twirling about to throw her hoofs high in the sky, smiling broadly at Gwen as she gave her a great, big hug. **_"Why I could even smell your feet! Cuz it's an inky-dinky-doo-dah-morning!" _**

**_"Morning! Morning! Morning!"_**

"It's not just us." Gwen said, returning a few moments later, the pony still hugging her tightly as Gwen blushed. "Um…why are you still clinging to me?"

"You smell like muffins."

"…getcher hands off my girl." Kevin said quickly, with a slight growl as the pony let Gwen go, Gwen about to object with a classic "I'm not YOUR girl", annoyed he was almost objectifying her before Kevin held his hands up. "I didn't mean it like that, Gwen. I'm sorry."

"Oh, you're learning!" Gwen cheerily intoned. "Phew. Look, uh…sorry, didn't get your name-"

"Ditzy Doo! But everyone calls me "Derpy"." Derpy said, extending a hoof as they all nervously shook it. "What can I help you with?"

"Why is it that people are always singing around here?" Ben asked, folding his arms over his chest as he tilted his head to the side, green eyes slightly narrowed. "Mind explaining that?"

"Oh! That's easy!" Derpy laughed, clapping her hooves together as she gestured for them to follow her out of the ship. The gang all glanced at each other in confusion, shrugging before exiting the ship and heading into Trottsdale, unaware that a faint roll of thunder was beginning to echo over the nearby hills.

It wasn't long before Derpy had led them into an immense castle that towered high into the heavens, with ramparts that threatened to stab into the sky itself like pointed knives. It was all regal and elegant, flowing banners flapping freely in the wind upon a golden-plated roof, with a neat, well-swept pearly floor beneath their feet as they walked inside. Statues of brave knights lined the walls, all somehow bowing in reverence to whatever visitor may walk inside as they approached what was unmistakably the throne room of the Solar Regent, who was currently speaking to a round table filled with various ponies who appeared to be of great import, for all of them wore jewelry that positively emanated magical might. It wasn't just the fact that they were faintly glowing, or the unique shine off the golden frame of the jewelry. It wasn't simply the soft hum that seemed to waft up from the different-colored jems, or how big and beautiful they were. It was a sensation in the group that was bubbling up, a sense of pure, absolute, overwhelming power that couldn't be denied. These gems were the real deal.

"Ms. Celestia, I hate to interrupt your day, but the newcomers wanted to know why there's so much a-singin' in our little town! Nobody told them about the Elements!"

The Solar Regent visibly blushed as she put a golden-horseshoed hoof over her muzzle. "My sincerest apologies! I forgot. The Outsider we warned you about keeps disparaging our elements and yet we never took the time to tell you about them! Or their little side effects." Celestia said, standing up as the various ponies at the table did as well.

"My name is Twilight Sparkle." Twilight said, putting a hoof on her chest, the purple unicorn bowing deeply before them all, wearing an elaborate and majestic dress with glittering stars woven into the fabric to match her deep indigo eyes. Her mane was a deep purple with a faint red streak through it, and most interestingly of all, they could see wings beneath the dress just faintly poking up. "I'm Celestia's right hand mare and Bearer of the Element of Magic. All of my friends bear Elements of Harmony, which help guide our people, provide a great deal of magical power to our world, and which can be used as a last minute resort against foes."

"As a side effect though, things can get a little wacky 'round here. Real sorry we didn't tell ya. Reckon we shoulda. Especially me. I'm Applejack, I'm bearer of the Element of Honesty, and not telling people the whole truth about something is darn near just as bad as a lie. " An unmistakably country girl remarked, bowing and taking off the Stanton hat atop her head, showing off her blonde ponytailed hair and her comforting green eyes. She had freckles on her face and a sense of honesty and realness about her that made Ben feel she was more on "his level". "Again, I'm real sorry I wasn't there."

"So these Elements." Ben murmured, rubbing his chin. "They cause stuff like "random singing"?" He asked.

"Oh yeah, and they help make the animals feel a lot nicer towards others, they often keep the weather nice, all sorts of things! The singing's just something you get used to."

Gwen scratched her head. It was odd. Why had "Natural Magic Users" not expounded more on this? The author, Absalom Raleigh Kadabra, had only been on the planet for a few days, but surely he would have noticed that you'd begin to sing if you hung around the place long enough. But he hadn't mentioned that, nor any "elements of harmony". Why not? And why only stay a few days, when the people here seemed so cheery and-

"The Outsider you're worried about hates the Elements of Harmony? Uh…why?" Ben asked.

"These lips are sealed." Applejack said nonchalantly before blinking a bit and tilting her head slightly to the side. "I mean…wait, what?"

It was then that the entire building shook, nay, the entire town seemed to feel it as everyone tensed up, glancing about as Celestia's eyes narrowed. "The Outsider is here. She's using her infernal powers to affect the gravitational force of our town!"

"She has powers over gravity?" Gwen murmured, realizing it was much harder to move about at the moment, her arms and legs felt so much heavier, even just standing up was becoming something of a strain as she cringed. "Ben, Rook, Kevin, we need to get out there and stop her. Can you tell your people to get away from our fight? Things could get ugly, fast." She asked of Celestia. "We don't want innocent people in the crossfire!"

Celestia bowed her head, stretching an arm out. "Absolutely. Come, my little ponies! Alert the good townsfolk, we've got to evacuate temporarily!" She said, all of the assembled ponies and the guards by Celestia's side struggling but, sure enough, getting out of the various doorways and windows nearby as our heroes bolted for the front door, Ben at the forefront as he spotted their opponent making her way down the street, the cobblestone road cracking beneath her black-taloned feet as her body slightly swayed back and forth.

The wind was ripping up around them to boot, blowing her thick brown hair about as she stared at Ben with deep black eyes which had a greenish tint at the bottom, a deep blue jacket with gold trimmings on her well-built chest, a chest which was exposed and showing off greenish-furred skin on her…save for the front chest itself, which was thick, hairy and grey, yet still showing off a surprisingly lovely pair of breasts.

Yet despite the intense glare, the sharp, unretractable black claws on her hands and the pure power that emanated from this alien being-

"You're wearing tie-dye?" Kevin chuckled as the female alien folded her arms over her chest, her tie-dye pants vibrant and colorful as he cracked his knuckles and grabbed hold of a nearby pillar of the castle, absorbing the texture as he became a pearly, almost white-knight esque scruffy warrior of renown, a big, s—t eating grin on his face that made it clear he didn't think she stood a chance. "Come on. I mean…really? There's enough pastel in this Ponyville. We don't need more of it."

"I don't want to hurt you. Just stand aside and let me at that royal pain in the ass and we can call this a wash, alright, kid?" The female alien said, her voice slightly rough, like an elder sister that seemed to know more than you.

Kevin stepped forward, the alien holding a clawed hand up and clenching it tightly as the gravity around him focused even more, Kevin being forced to his knees as the alien shook her head. "Your mutant powers don't scare me. So get out of here before I go Sentinel on your behind."

"The sentinels always lost in the X-Men universe." Ben said with a grin as the "alien watch" that was the Omnitrix glowed brightly on his wrist and he slammed his hand down onto it, his form shifting and bulging, his head bulging out even larger than the rest of his body as he transformed into an almost "Thing of the Fantastic Four" esque alien, with rocky, brick-like reddish/orange body, a toothy mouth, and a red, swirling, lava-lamp esque magma core exposed upon his chest. **"GRAVATTACK!"** He proclaimed, snapping his fingers as the gravity in the immediate area began to ease up, the alien frowning slightly as he grinned toothily at her. "You're not the only one with skills, tie-dye."

"You're going to lecture me on clothing when you're wearing those dorky, thick, green and black shorts?" The alien asked, Gravattack looking down at the shorts he was wearing, frowning a bit as a blue-furred pony with vibrant rainbow hair shot down by Kevin's side, Gwen looking in surprise at the Pegasus as she cracked her neck back and forth and took up a fighting stance.

"I'm here to help. Name's Rainbow Dash, Element Bearer of Loyalty, and I'm the best darn fighter in town. So Celestia thought I should help." She reasoned to them.

"Good idea. Ben, keep her from using her gravity skills." Gwen called out. "Rook, you and Kevin and Rainbow Dash get her, I'll work up a spell to try and seal her away." Gwen said, reaching into a small bag she'd brought with her, eyes glowing pink with magical power as Rainbow Dash smirked and advanced forward with Kevin, Rook holding up a pair of hadncuffs high as he approached the alien as well. All three were now on different sides of the interloper as she glanced left and right at them, Rook's eyes steely and cold.

"I will give you only once chance to surrender, criminal." He informed her. "Attacking Plumbers is a grievous offense. Your powers will not work now and you are completely outnumbered. It would be in your best interest to surrender."

"Yeah. But see? You're outclassed." The alien said, cracking her own knuckles before twirling around in a circle, Rainbow Dash grabbing hold of Rook, helping him drop down as Kevin was knocked back. Luckily he was still transformed, but even he was surprised…for the alien had been alit with a burning pillar of flame that had coiled around her like a snake, and she was now holding up two fists alit with fire as she rushed at Kevin, laughing happily.

"You think you're too hot to handle, huh?" Kevin wisecracked with a dark grin, catching one of the fists and ducking to avoid the other, only for her to headbutt him, the two reeling back as she groaned. "OW! Your head actually hurt my head! My head! When I'm like this!?"

"Nobody wins with a headbutt." The alien muttered before Dash managed to kick her in the back, Rook doing a sweeping kick that sent her spiraling through the air, flopping to the ground. She growled, Rook diving forward, his special "Omni-Tool" extended to the pole setting as he tried to bring it down onto her head to knock her out, the alien reaching up, catching it as his eyes went wide in surprise. She twisted, knocking him away as Rainbow Dash flew up into the air to get a good position to dive-bomb the alien as she faced down Kevin, the two circling each other as Gwen began to chant, a pinkish aura rising off her entire body as Ben kept focusing his Gravattack powers.

But it was becoming difficult. He could sense he was running out of time, the Omnitrix would only have him remain like this for so long! "You guys better hurry!" He called out to Kevin and Rook and Rainbow Dash as Dash tried to swing down, the alien ducking just in time as Kevin swung his fist-

The alien catching it as she smirked.

**_"This fight is gonna end like all my arguments do, _**

**_with a guy on his back, cuz he just got screwed!"_** She proclaimed, kicking Kevin on his back as she wagged a claw in the air as she stood over him with a big grin on her features, showing off sharp fangs.**_"I drew a map, motherfucker, and I'm reading it too! Gives me specific directions how to fuck with you!"_**

**_"Our town was fine 'til you had to go along and wreck it!_**

**_So please, just shut your face for ten seconds!"_** Rainbow Dash snarled out, shooting through the air, delivering a series of punches at the female alien as she kept backstepping over and over again to avoid the onslaught of attacks, only for one of them to connect, knocking her into a mailbox, Derpy groaning as she peeked out from an alleyway, tugging her face down slightly with a hoof. "Oh, buckit!" Dash raced towards the alien, who held up a fist as a blazing wall of fire shot up in front of her, Dash sweeping up to avoid slamming into it as she glared down below._** "I don't know what the Tartarus it is that you want, but bring it on bitch, cuz this mare likes it hot!" **_

**_"You think you can beat me, you ain't got no chance!_**

**_I'm powerful than you and I'm wearing tie-dye pants!"_** The alien proclaimed, pointing down at herself before holding up a hand, doing the "bring it" gesture at Rainbow Dash. _**"So go ahead, take your shot, cuz I'm sure that you'll miss! If you weren't in my way, I wouldn't have to get pissed!" **_

_**"Can you all hurry up, I can't keep holding her back! And it won't be long before I'm no longer Gravattack!"**_ Ben yelled out, cringing a bit, sweat beginning to trickle down his enormous brow. _**"Gwen, you have a spell for this somewhere in your pack? Because we really need something to get her off our back!" **_

_**"Let's see if this is something she can swallow, since my last magic tricks were a tough act to follow!" **_Gwen laughed, standing up tall as pinkish/purple magical power rose up around her, Rainbow Dash and Kevin standing back as the alien launched herself forward, enveloped in fire before Rook shot forth, his omni-tool converting back to its pistol form as it shot forth a wire to wrap around her pants leg. The alien was halted in midair, flopping to the ground as Rook struggled to keep her still, Gwen holding her hand forth at the strange being.**_ "You did a pretty nice job lady, getting this far! But now let's see how powerful you really are!"_**

And with that, she clapped her hands together as two immense fists of pure magical force shot forward, slamming into the alien being, sending her rocketing through the air with the force of a thunderclap. Gwen sent the Outsider spiraling backwards, slamming through several houses with loud crunching cracks, a library, the post office-

"OH, BUCKIT!" 

And, at last, she collapsed in a heap by an alleyway, moaning as she struggled to her feet, her jacket torn and ravaged as she tried to get to her taloned feet, panting and heaving as she took off her jacket, tying it around her waist as she clenched her fists, eyes narrowing as Ben reverted back to normal, racing towards her as she stood up. She dusted herself off, taking in a few deep breaths as Rook raced alongside Ben, Kevin helping Gwen up, the spell casting sorceress having fallen slightly down from the immense use of pure power as Ben and Rook faced the alien down. "You want some more?"

"You should have stayed out of the way. I wasn't interested in hurting you. I just wanted the Elements." The alien said, cringing as she clutched at her chest, taking notice of a nearby sewer grating, getting an idea.

"Why do you even want them?" Rook demanded to know. "What possible purpose could that serve?"

"The Elements of Harmony are the biggest damn threat to people like yourself and you don't even realize it. They'll get you killed. They are, pure and simple…pure f—king evil!" The alien snapped. "You think it's all fun and games, smiling and dancing and singing, but just wait until you spend more than a few days on this planet and you realize how…" She cringed, coughing suddenly, Ben feeling a sudden shudder go through him as Rook slightly reeled back, the Outsider slowly getting back to her feet as a few ponies and colts and fillies began to approach them, the alien looking squarely into Ben's eyes. "Through powerful magic, the secret's concealed. I wish to say more, but my lips are sealed."

"Wh-what?" Ben murmured.

**FA-FWOOM! **A circular blast of fire that sprung up around the alien like a ring, expanded to cover her escape into the nearby sewer grating as she blew through it, her words echoing through the air as the ponies around whispered amongst each other, Ben blinking as he stared at where the outsider had gone.

That phrase…he'd heard that before...

_"These lips are sealed."_


	3. Utopia Means No Place

Ben couldn't get what the Outsider had said out of his head. He kept turning her words over and over, the rest of the world a blurry, muted blob to him as he remained lost inside his mind, thinking about everything.

She'd said the Elements of Harmony were pure evil. And something was clearly, obviously weird about the place, as if there was something they were all keeping quiet that they didn't want shared. Something was "off", and he had to find out what.

At last he snapped out of it and turned, Princess Celestia cheerily placing her hooves together.

"However can I repay you?" She asked.

"We don't need anything, really! We'd just like to stay a few nights and maybe get to know your wonderful town?" Ben said with a big, charming-as-possible smile on his face, Gwen and Kevin and Rook giving him a somewhat surprised look that he'd so quickly decided he wanted to stay there.

"Oh, we would simply love to have you here, darlings! I MUST get to work on setting up somewhere for you to rest your sleepy heads. With my sister out of town and on vacation with my parents, I'm more than happy to have her room temporarily converted so you can rest in style!" Rarity the Unicorn proclaimed, putting a hoof on her chest and giving them a polite nod of her head, the rest of the Elements in the main hall of the town's majestic castle ramparts all nodding in agreement.

"We'll go get our things from the ship and meet you at your home. Where is it, by the way?" Ben asked, scratching his head as Rarity waved a hoof in the air, smiling a bit.

"Oh, sweetie, you can't miss it. It's the loveliest fashion boutique in town. Deep, rich purple building to the west district with such fancy-"

"I reckon they get the idea." Applejack said with a chuckle and a tilt of her head. "I'll get mah family to help rustle up some grub for a big ol' feast tonight, you can all eat in style over at Sweet Apple Acres and enjoy real down-home hospitality!"

"I'm sure it'll be quite, ah, fulfilling?" Rook mused aloud, giving them all a deep bow before he and Ben exited the building, Gwen and Kevin following as they headed down the street. "…you are planning something?" He asked of Ben.

Ben gave him a "shh" gesture as quickly as he could before putting his hand back down, Gwen and Kevin raising their eyebrows in confusion before, at last, they reached the ship. Climbing up the ramp to go within, Ben locked the door. "Something is really up with these guys and I want us to start spying on them."

"Spying on them?" Gwen asked, scratching her head in confusion. "…why?"

"Look, the Outsider said the Elements were pure evil." Ben told her, waving a hand in the air. "AND there's some big secret they all keep hiding. A phrase they keep using."

"Their lips are sealed." Rook interjected with a nod, rubbing his chin thoughtfully, pacing back and forth as Ben folded his arms over his chest. "I too noticed that. It is most unusual. In addition, I feel a sense of unease being here. My instincts are telling me this place is "off"."

Kevin scratched his chin. "All I know is the singing is weirding me out. Something about the place don't sit right with me either."

"It IS rather odd that Absalom didn't mention it. I would think that'd stand out." Gwen admitted. "Alright. We'll split up and spy on everyone, pretending to just get to know them, then we'll talk about it later tonight."

"We have to keep it on the down low." Ben murmured, peeking out the ship window, that pony from before who had told them about the outsider lingering outside. "These ponies have really good hearing. I think some of them might be spying on us."

The pony outside "hmmed", turning and trotting off towards town, seeing Derpy sitting on a bench. He cleared his throat, Derpy turning to him.

"Yes, Chariot?"

"Listen, Derpy. Could you, ah…keep an eye on the Town Hall where the Element Cases are kept? I know the girls always carry the Elements around WITH them, but don't let anyone see the cases unless it's the visitors."

"Of course." Derpy said cheerily, saluting vigorously. "Anything for a friend!" She remarked. "But why them?"

"Sometimes an outside perspective is needed to balance things out." The Earth pony remarked with a wave of his hoof. "The girls are kind of biased."

"Oh, but the Elements are so wonderful! It would be AWFUL to try and take them away from us." Derpy growled out. "That Outsider had no right-"

"Derpy, please just trust me on this. Please?" The Chariot gently asked, putting a hoof on Derpy's shoulder as she nervously blushed, then nodded, trotting off. The Chariot sat down on the bench, burying his face in his hooves.

"_Honesty is supposed to be the best policy. Why can't I bring myself to follow it? Wouldn't it be better to just tell the truth and get it over with?_"

"You know how it's supposed to play out. They have to find out on their own or else what they do doesn't mean as much."

But just because he said it to himself it didn't mean he believed it.

…

…

…

…Pinkie Pie was, to put it simply…unusual. Ben had quickly picked up on that when Rainbow Dash had joined him on their trip to Pinkie's house, Dash all-too-happy to hear more about Ben's fantastic aliens.

"So you can turn into ANYTHING? Really? Darn near every alien?" Rainbow Dash excitedly inquired, eyes alit with fascinating joy.

"Cross my heart and hope to die. Any alien I come across I can collect their DNA with the Omnitrix. In fact…" Ben looked down at the alien "watch" he had on his wrist, holding it closer to Rainbow Dash as it "pinged". "Yep. It's collected your own species on here too."

"So you could turn into a pony, huh? Well, that would be one heck of an improvement, being a pony's **amazing**." Rainbow Dash gave him a small smirk, flicking the long locks of hair that fell over her forehead back as they kept trotting down the dirt road that led to Pinkie's pastel-painted house, looking like a giant gumball in the middle of town. The house was a beautiful bright shade of pink that was perfectly round and quite a stark contrast from the faint yellows and oranges and blues of the other houses surrounding it. "But you'd never be as fast as me, even if you did turn into a Pegasus. **Trust** me on that."

"I dunno. I've turned into some real fast aliens, Ms. Dash. I think I could maybe take you." He told her as he faintly heard music echoing through the air from Pinkie Pie's home, Ben blinking in surprise as Rainbow Dash shrugged.

"Aw, it's Pinkie's little ritual. How she gets ready for planning big parties like the one Applejack's planning to throw tonight." She informed Ben as she pulled the door open, a disco ball casting shimmering lights across the entryway, red, blue and green colored lights flashing their rays across the sides of the walls as a gigantic bucket of some kind was situated right in the center of what appeared to be a small stage in the middle of the living room. Ben's mouth gaped open in surprise at the sight, Pinkie shifting her hips perfectly to the tune of the music blasting through an enormous black and white beatbox of some kind, clapping her hooves together as she danced around a large-looking cord that hung from the bucket-like thing over her head.

**_Heyyyy!_**

**_C'mon, take a booootttttle, shake it uuuup!_**

**_Break the buuuuubbleeeee, break it uuuuup!_**

Pinkie tugged down on the cord, sugar sweeping down from the bucket as it's bottom opened up, revealing little slots for the sugar to drench her as easily as water from a shower. All of time seemed to freeze as Pinkie's hair became oddly wet, and she tossed her hair back, doing a flourishing stretch as Ben gaped at the sight, the twinkling whiteness bathing her body over in an odd, almost glowing fashion as the music continued to blare.

**_Pooour some suuuugar on meeee!_**

**_Ooh, in the name of Love!_**

**_Pooour some suuuugar on meeee!_**

**_C'mon, fire me up!_**

**_Pooour your suuuugar on meeee!_**

**_Oh, I can't get enough!_**

**_I'm hot, sticky sweet,_**

**_From my head to my feet, yeah!_**

"What in the-"? He finally managed to get out, Pinkie finally making her way over to them, a big, almost seductive smile on her face as she held up a hoof, licking the sugar slowly off in a single lick of her almost gigantic tongue.

"Want a taste?" She giggled before Rainbow Dash nodded, giving her hoof a lick, almost taking the entire thing into her mouth as Ben glanced from her to Pinkie.

"Oh, uh…are you two?" He began to ask.

"Not really, but Dash's pretty open with it, y'know? And nobody really minds." Pinkie said with a shrug, Dash leaning in and licking Pinkie Pie's cheek.

"You're so sweet. LITERALLY." Dash laughed.

"I'm gonna have the whole party set up right away!" Pinkie said, giving them a big salute before vanishing an instant later, then popping back up, balloons, streamers, kazoos, plastic dishes and little party trinkets now piled up in boxes around her.

"How did she move so fast?"

"I can see as GODS do." Pinkie proclaimed dramatically, waving her hooves in the air in a dramatic fashion as the entire room seemed to darken, illuminating her and her alone as Ben inwardly gulped. Yeah, something was really weird with these people. "I don't know why the Outsider got so mean. She seemed nice when she first came here."

"Did she even give you a name? Her real name?" Ben asked.

Dash and Pinkie tapped their lips, trying to think. "…um…I…" Pinkie said, trailing off slightly, trying to remember. "…I know it was a color-oh! Right! Green!" She remarked. "And you know, you look good in Green! I think the party should have LOTS of green balloons!" She added, diving into a box, pulling out currently-deflated balloons of green and cheerily smiling.

"Why do you have so many balloons?"

"Because this girl likes to **_party-all-the-time, party-all-the-time, party-all-the-tiiiiime!_**" Pinkie sang out, putting a hoof on her chest as Ben inwardly groaned. Ask a stupid question, get a stupid answer. He hoped the others were having better luck than he was. So far all he knew for sure was the Outsider's name. Nothing that really hinted as to some big, dark secret the town was keeping.

Rook. Rook had gotten Applejack, the Element of Honesty. And Rook was as straightforward and honest as you got. A square as a block of wood. Surely he'd get something.

"You worked on a farm too?" Applejack asked, green eyes looking over at Rook as she trotted alongside him in the field, the two of them having stumps wrapped in ropes, the other end tied to their respective hands. "I can tell, y'know. One shine knows another, I reckon."

"Oh, yes. I would often tend to the fields out at my home." Rook admitted as he gripped the rope he had tied tightly, gritting his teeth and smiling slightly. "And whilst there are many ways to remove an unwanted stump from a field, few are…so…" He grunted, exerting himself and then yanking the stump clear through the air. "SATISFYING!" He roared out, the stump flying clear through the air, landing over the fence with a THA-THUMP as Applejack let out a deep breath, launched her own stump over to join his in a small pile.

"Reckon course, mah friend." She admitted, giving him a small tip of her hat as the two made their way down the field, Applejack kneeling down and inspecting the soil. "We'll get a good harvest of corn from this thanks to you helpin' me. I really appreciate your kindness. I mean, y'all didn't have to do nothing after driving off that alien."

"You are our hosts. It is only right we try to show the same courtesy to you that you are to us."

"Well, that's the law for us Equestrian folk, but yer new. Don't really gotta do that, but it sure is darn decent." Applejack said with a shrug as she led him into the barn, getting some buckets off the wall. "Let's go get us some buckets so we can collect apples. Y'all gonna love our cider!"

"Wait. It is "the law"?" Rook asked, his interest piqued, his head tilting slightly as Applejack nodded.

"Oh, yeah, it's the Law of Kindness to repay kindness back with more of it!" Applejck said. "All the Elements of Harmony are laws. Makes sense, don't it? Everyone oughta be honest and kind and loyal! Everyone should always try to be happy and generous and friendly to each other."

Rook turned slightly pale. He had a bad feeling he knew the answer to the next question he wanted to ask, but he composed himself as best he could. "What, pray tell, are the consequences for not really following such rules?" He asked. "What if, say, someone was to lie to Princess Celestia?"

"Oh, that would be just awful, pardner!" Applejack said with a dark frown. "Nah, that's just plain **wrong**. Nobody should lie. Not ever!"

She hadn't really answered it. But in a way, she'd told him everything he'd wanted to know.

"I see." He remarked. "Well, I am certain you would never lie!" He said, trying to move on, giving her a small smile as they made their way out past the barn, birds fluttering overhead as they approached the immense orchard that made up a majority of Sweet Apple Acres, each containing ripe-looking, juicy apples. "I imagine the Outsider wasn't harmonious?"

"Oh no, she was just an awful liar." Applejack said with a raspberry. "Real bad apple, lemme tell you, pardner. Real bad apple. Said she just wanted to help us, but then she goes and turns on us! Tries to take the Elements and I just don't know why…" She blinked slightly, lips pursing. "It just don't make sense, they help us see what's right! Why would anyone want to get rid of them? Maybe if Celestia had just made her…" She trailed off, sighing, not finishing the sentence.

"…these, ah, apples? We have to collect them?" Rook said, quickly changing the subject, lifting up the bucket he had. It wasn't technically a lie, and Applejack cheerily nodded back in return, though there seemed to be a faint hint of concern and confusion in her eyes, as if she'd been on the verge of saying something that had been bothering her, but she wasn't sure just what.

What HAD she been about to say? "If Celestia had just made her"? Made her what?

Meanwhile, Gwen was looking over Twilight Sparkle's immense and considerable collection of books, Twilight sitting next to her as Gwen raised an eyebrow, looking at the unicorn's glowing horn. "So, can your, ah…magic be stopped by, say, somebody just grabbing your horn and blocking it?"

"No, of course not. That'd just be silly! Believe me, I've had Spike test it. It doesn't work that way." Twilight said, waving a dismissive hoof in the air, giving Gwen a big, cheery smile as Gwen tilted her head in confusion.

"Spike?" She asked, looking around the immense library within the tree that Twilight evidently called home, Twilight smacking her forehead with a hoof, cringing.

"OH! Buck it, I forgot to introduce you! Spiiiiike!" Twilight called out, a tiny, purple dragon making his way down the steps, Gwen blinking at how remarkably cute the little guy was as he cheerily waved at them. "Spike, this is Gwen Tennyson. She's a human magic user who's evidently half, ah…what's the phrase?"

"Anondite. We're magical beings, it runs in our blood." Gwen said, putting a hand on her chest as she looked Spike over. "You're Twilight's assistant?"

"Oh, absolutely!" Spike said, but when he spoke, his voice was kind of raspy as he rubbed his throat. "Sorry. My throat's kind of sore from yesterday, we were doing tests with voice-changing potions."

"That reminds me, could you bring in Owlicious?" Twilight inquired, Spike giving her a snappy salute, wheeling around, little body bouncing off for a nearby doorway labeled "Lab" that clearly led down to the basement, Gwen noticing something rather odd. There were several remnants of burnt marks and scratches and scars over his body, very faint, but…she could see them. She blinked slightly, looking back at Twilight as Twilight took out a notebook, magically hovering a quill over to an inkpen and dipping it in to begin taking notes.

"Um, Twilight, do you often do experiments with Spike?"

"Oh, he doesn't mind it! He's a very dutiful assistant." Twilight said dismissively. "I mean, I did hatch him from his egg, so-" She shrugged. "But the latest test doesn't really involve him, it involves my other assistant, the owl-"

Her eyes went wide as Gwen gaped. A rather lovely-looking brown-furred pony with deeper brown eyes, a long, flowing golden mane and golden-furred hooves was now in the living room, Spike by his side as he gestured at the evidently transfigured owl.

"Oh MY!" Twilight proclaimed, hooves going to her cheeks, rushing over to his side as she caressed his cheek. "You just look amazing!" She murmured.

"Darling…" Owlicious remarked seductively, giving her a playful little kissy face. "Aren't you sorry you had me fixed?"

"Um, ah…Owlicious and I have to, um…perform a few tests in private. Just to, um…make sure all the parts are where they should be, transformative magic is very difficult!" She remarked, waving a hoof in the air in a dismissive tone as she and the transformed owl headed upstairs, Gwen kneeling by Spike.

"Spike, can you tell me about the Elements of Harmony?"

Spike smiled broadly, almost…fakely. "Oh, they're amazing! They're just so wonderful. Everyone should follow the Elements. Do you?"

"Well…what are they about?" Gwen inquired calmly.

"Oh, Generosity and Kindness and Laughter!"

Gwen raised an eyebrow. "Then why are you covered in scars? That doesn't seem very "generous" to not try and be more careful of you. Not very "kind"."

"Twilight just…well, we do a lot of tests." Spike said nervously, not meeting Gwen's gaze as she put a hand on his shoulder, her expression full of concern as she spoke calmly and quietly.

"Does she ever test things on you when you don't want her to?"

Spike cringed.

"Be honest, Spike. Please. It IS one of the Elements." Gwen inquired again.

Spike's mouth finally opened. "Sometimes." He mumbled. "I have to, though. I mean, Twilight hatched me. Generosity should always be repaid with Generosity. That's the way of true Harmony, isn't it?"

Gwen didn't have an answer. His face was too heartbreaking. And she just quietly stood up.

"I think I'm going to leave, Spike." She quietly intoned. "…be safe."

…

…

…

… Kevin groaned as he tugged his face down with one hand, moaning in annoyance. Fluttershy had insisted that he get to meet her "animal friends" and all of them were staring at him as he kept demonstrating his unique absorbing ability again and again.

"You can really turn into any texture you like?" She asked, holding up a hoof and knocking against his shoulder, his form currently turned into mahogany from touching the nearby table. "Heh. Knock on wood. Pinkie Pie would like that." She admitted.

"Yes, yes. I told you." He sighed. "Look, I gotta ask. Why are you comfortable with all these animals in here? Don't you get weirded out that a friggin' BEAR's here?"

"Oh, Mr. Bear would never, ever hurt me!" Fluttershy insisted, putting a hoof on her chest, the rather emaciated Bear nodding surprisingly eagerly as she walked over to him and nuzzled him slightly, giving him a big hug. "I love all the animals so much, and they love me!"

_"I think I'm going to vomit."_ Kevin moaned inwardly, the poor bear almost buckling beneath her grip. "_She gives Mr. Rogers a run for his money._"

But he didn't say that. Instead he sighed. "Look, um, I've got to, uh, go."

"Go? But you just got here!"

"I mean, you know, do my business? Where's the bathroom?"

"Oh. Just down the hall!" Fluttershy said, gesturing down the nearby hallway as Kevin shot up, racing past various portraits and pictures of Fluttershy with her friends of all shapes and sizes, shutting the door behind him as he wiped his brow, shaking his head back and forth before he let out a surprised gasp, a bunny poking its head out from under the sink in the bathroom.

"Geez, don't scare me like that, Bugs! Get outta here! I gotta whiz." Kevin insisted, jabbing a thumb at the door as he frowned. "Go ask your owner to get you a carrot or-"

The bunny violently shook its head back and forth, Kevin noticing a look of clear need on its face. Kevin frowned, the bunny hopping up onto the sink, turning on the hot water as, sure enough, steam began to rise up through the air, bathing the bathroom in its moistness. Kevin blinked, the bunny gesturing at the mirror over the sink.

"What?" The black-haired young man asked, confusedly staring at the mammal as it began to draw in the steamed-up mirror, standing atop the sink to write, Kevin's eyes widening in surprise at what it was now telling him, his beard-stubbled mouth slightly hanging open.

_HALF OF US ARE STARVING. HELP!_

"Why?" Kevin murmured softly. "What's this about?"

More writing beneath it.

_NOBODY CAN ASK FOR MEAT._

"Why not? It isn't…what, "harmonious"?" Kevin asked, confused by this, scratching his head.

_FLUTTERSHY SAID NOT KIND TO KILL FOR MEAT._

Kevin began to feel a shudder creep up in his body. He turned off the sink, the steam fading as he glanced towards the door, then back at the bunny. "I'll find you something." He mumbled quietly, giving the bunny a small nod, the bunny making for the window, crawling outside as Kevin closed the window back up. He did what he needed to, exiting the room as he sat back down in the living room, the other animals looking into his eyes. And he now saw there was something that stood out among the animals. Specifically, animals like the bears…and the snakes…and the hawks and raptors in the room.

The meat-eaters. They looked so thin and weak. Like they hadn't eaten anything in quite a while. Yet all of them were clearly unwilling to ask for meat from Fluttershy, she was in the kitchen, humming to herself as she began to pour some hot cocoa, their eyes filled with a mixture of nervousness and hunger as they glanced from her to Kevin, as if begging for help.

"No meat?" Kevin mouthed, the animals all nodding at once. "So, uh…that alien outsider. She didn't seem very…kind?" He asked of Fluttershy. "Kinda mean."

"Oh, just the meanest!" Fluttershy said, shaking her head back and forth. "She said awful things about the Elements…I mean, just…" She seemed to lose her train of thought, sighing. "It's just inexcusable, really. Nobody should do that! I don't know why I didn't realize it before. I mean, she was rough around the edges, but we could forgive that, that would have been the kind thing to do. But she just kept pushing it!" She sighed, hanging her head. "I wish she'd just stuck to our rules. Princess Celestia made the Elements the Law for a reason, you know. It helps everyone be good to each other!"

"Yes, I'm…I'm sure." Kevin quietly remarked. "Say, I'm going to go for a walk, get some fresh air. I'll meet you at that party later?" He offered with a small shrug, Fluttershy cheerily waving as he left her.

"Please don't be a stranger, now! You're always, ALWAYS welcome in my home!" She insisted, Kevin shuddering as he closed the door and made for the woods nearby, anxious to cut through and get to the spaceship to get at perhaps some strong drink.

"Yeah, that's what I'm afraid of." He thought out loud.

**Author's Note: **

**For those of you wondering...yes, there is something definitely wrong. But as for what I'm trying to get across, I can't outright SAY it until the very end of the story. Hopefully, though, you'll come to realize what's going on...on multiple levels.**

**I also want to say this: crossovers, human-in-equestria stories, they can be done badly in how they handle characterization and the like unless the author is intentionally trying to subvert something. And for the record...I AM trying something unusual. The behavior serves a twofold purpose which you shall understand. **

**Also, I want to thank MagicMan for the little editorial touches he suggested. Many, many thanks! And please, don't be afraid to leave a review!**


	4. Cracks in the Mirror

Elsewhere, Ben was on the edge of the infamous "Everfree", Rainbow Dash cracking her neck a bit as she turned to face him with a big grin. "You sure you wanna do this?"

Ben smiled. He was sure. He had a feeling he knew just how to lower Dash's defenses and get her to reveal more of what he wanted: appealing to her ego. After all, it worked on him all the t-

He groaned inwardly, realizing he'd just insulted himself but pointed at his watch. "I bet you I can find an alien in here just as fast as you to get through this "Everfree". I mean, there's a straightforward path to follow, nothing hard about it."

"I've never even been all the way through the Everfree. But still, if you're fine with a slight disadvantage-" The Pegasus admitted with a shrug of her shoulders.

"Anything worth doing is hard." Ben just said with a smirk, raising his hand up in the air before slamming it down on the watch…

Yep. He lucked out. His form seemed to elongate and streeeeetch, his skull giving out slight cracking noises as his cranium turned bullet-like, his fingers merging together, turning into thick claws, his feet now growing natural "balls" beneath them, as if skates had been built into his new body. His new form was limber and blue, with green eyes that had piercing black pupils and a black, torpedo-esque helmet he wore atop his head. He wasn't so much Ben was he was "XLR8", one of the fastest aliens in the galaxy.

"Well I'm ready to roll. How about you?" He asked Rainbow Dash with a slightly cocky grin, Dash whistling, obviously impressed.

"I'm ready for anything. On three! One! Two!"

Ben's tail whipped slightly at the air as he grinned. Oooh, this would be fun.

"Three!"

With that, they took off, the air whipping around them, Ben's arms moving fluidly along with his legs as he barreled forward. He was a speeding bullet, though Dash was giving him a run for his money, her wings propelling her forth through the dark expanse of the Everfree like a locomotive. The skies above were almost utterly obscured by a canopy that seemed to only want to block out all light that could shine in from above, the ground covered in ugly greenish-brown moss that seeped off the trees, and even the trees seemed to have mocking, grinning faces that were smirking at him.

Ben tried to ignore all of this, keeping to the path, Rainbow Dash to his left as they continued to hurtle down it, sending leaves flying left and right as Ben's helmet visor raised up, allowing his face to look over at Dash and give her a cheeky smile. "Ready to give up?"

"HA! I don't lose! I NEVER lose!" Dash growled, though Ben noticed a sudden edge to her tone.

"Then how come you didn't defeat that outsider? She isn't in a jail cell or anything, she's out there, free." Ben reasoned, Dash's eyes turning dark as she gripped her hooves tightly into fists, her tone becoming low, a mixture of shame and fury seeping in.

"I thought she was so cool until she tried to blow up the Elements. She got the best of me! She got me riled up! Said I was an insult to the Elements! I don't know why! I'd never, ever abandon my friends! I LOVE my friends!"

Her voice was getting almost demonic in how furious she sounded. Ben was now seriously worried Dash was going to break her teeth, because she was gritting them and grinding them hard, a cold fury slowly turning red-hot. "And she hurt them! So when I see her again, I swear I'm gonna-"

Then she saw something up ahead, quickly trying to turn. A tree had fallen into the pathway, and Dash swerved away, skidding to a halt.

Ben, however, had been focusing too much on Dash. He struck the tree, his legs feeling as though a poker had slammed into both his knees as he went flying through the air, gasping in surprise. Tree limbs smacked him in the face, clawing at him as his form shifted back. The Omnitrix had timed out, and now normal human Ben Tennyson was tumbling down a nearby hill, bouncing up and down like a rubber ball, gasping in pain before, at last, smacking into a rock at the bottom…

Remembering nothing more.

…

…

…

…Gwen was slightly nervous about all this. But Princess Celestia was celebrating her birthday tonight and she'd invited her, Kevin, Rook and Ben. Ben was still out with that Pegasus Rainbow Dash at the moment, but Celestia didn't mind him nor Dash being slightly late. She was, as Twilight insisted as they made their way through the town hall's luxurious new trimmings, just glad to see all her little ponies there.

"Of course, its mandatory to attend, but why shouldn't it be?" Pinkie Pie asked with a shrug. "I mean, she is the princess! And besides, all parties should be attended no matter where they are!" She added with a wave of her hoof, the rest of the Element Bearers all serving each other and various ponies at large, long tables loaded up with delicious food and drink. Pinkie Pie held up a kazoo, letting out a note, as a few ponies nearby took off their party hats and placed it over their hearts. "Now! All together! The Special Birthday Song!"

"It's your birthday dear Celestia, happy birthday to you!

We wish it was our birthday so that we could party too!

Oh happy, happy birthday! Happy Birthday to you!

So let's all together and just loo-loo-loo-loo-loo!"

"…loo-loo?" Gwen asked, blinking in surprise. "Uh, what's loo-loo?" She wanted to know, scratching her head as Kevin munched on a cupcake, Rook sipping some punch and looking over at the disk jockey for the party. The purple-haired unicorn had snazzy purple sunglases on and was waving her hoof in the air, the other on a record she was spinning as neon lights crisscrossed over her stereo stand, her tongue lagging out as she headbanged to the record.

"Party party party! Drink drink drink!"

"Oh, well, you see-" Rarity began to explain, adjusting a monocle she had over one eye, wearing an elaborate, deep indigo evening dress which brought out the color of her eyes so dazzlingly, "It involves several willing ponies, a delightful sampler of several wines, exquisitely intimate contact-"

"It's a "funny kiss"." Fluttershy interjected with a nervous smile, approaching Rook and looking him over. Hmm. He was remarkably similar to a cat, she realized, stroking his back in juuuuust the right way as his body shivered, his eyes going wide. "Ooh, you like that?"

"Oh! Uh…um…" Rook blushed a bit. His body did like being petted, but this was very uncomfortable for him, he thought inwardly as he rubbed the back of his neck whilst Celestia strode into the town hall, moving past the stereo system. Gwen approached her, seeing Celestia was now wearing…surprisingly little. She had on minimalist armor now, really only a pair of golden boots, a very slim example armor covering her lower region, and her tiara, with an odd air about her that seemed different than what Gwen had noticed in her before. It bothered Gwen that the royal high regent of the land was basically only wearing a circlet and "ass armor".

"I so enjoy being able to lower my defenses. Lower myself to walk among the common pony folk. Let them see how much I'm like them!" Princess Celestia remarked, Gwen inwardly flinching. As much as Celestia may have been trying to sound down-to-Earth, the phrase "lowering myself" and "common pony folk" had that unmistakable elitist ring to it. "It means I get to wear this fantastic set. Though…ooogh."

Celestia groaned a bit, scratching at herself. "Sorry, kind of…pinchy. Now then! Vinyl Scratch! The Party Princes demands you turn it up immediately!" She proclaimed dramatically, pointing a hoof in the DJ's correction.

"With all due respect, Princess, I have to ask. Turn up…for _what?_" Vinyl asked before suddenly switching to a sudden high-energy EDM track, everyone in the room seeming to smack the air with their crotch, almost folding in half as they flailed their hooves about in the air, Celestia letting out a "whoop-whoop" as Vinyl cackled madly before switching to a new song, flipping a new record onto the controls and pulling the microphone next to her large stack of records closer to her lips with her hoof, white fur glistening with sweat. "Hey, hey, hey! Grab a honey and hold her tight, lets get the party started!"

"I, er-perhaps, um…you could, ah…stop?" Rook finally managed to ask Fluttershy at long last. He had to change the subject and get her to stop petting him like a housecat. Something, anything besides petting! So his mind went to the first thing he could think of. "So, er…what is this…funny kiss, exactly? How does it work?"

"Here, I'll show you." Fluttershy said, leading him over to the wine table nearby with a wave of her hoof. "First, a drink, and then I can demonstrate it!"

"May I have this dance?" Celestia asked, putting a hoof out, extending it to Gwen as she nervously blushed, looking over at Kevin, who was now surrounded by other mares, a clearly worried, disturbed expression on his forehead at the way they were looking at him.

Something was very wrong here.

**Very wrong.**

So Gwen tried to stall, rubbing the back of her neck, nervously tracing a circle in the ground. "I, er…well, I really shouldn't, I mean, Kevin's my boyfriend-" Gwen began to say before suddenly taking notice of Rook, who was now sitting in a chair, and it all finally sank in when she saw Fluttershy rubbing up and down his chest, his face obviously flustered, and his clothes slightly torn and unusually wrinkled, almost as if someone had ripped-

"There was nothing funny about that at ALL!" He gasped out.

Gwen suddenly realized what was going on, and what Celestia was implying she really, truly wanted. "My dear, I know how fascinated you are by my culture. And what's not to love? Come now. For one night, forget your old life and let this wonderful new one entrance you!" Celestia laughed out loud, draping herself over Gwen, making her nervously gulp. Her breath was so hot, Gwen almost felt sweat break out on her face on the spot as Celestia swung her and herself over to the center of the dance floor.

Celestia was now standing up on her back hooves, her other hooves held up high behind her head as she shook her ass, giving Gwen a seductive look. "Let me tell you." She said before reaching down to her lower armor. "Ooh! One moment. These pants are so good on me, but they do so chaaaaafe!" She admitted, tossing the golden armor to the side as several other ponies instantly jumped to stand alongside her. They were now in perfect imitation position, a well-oiled machine trying to do one thing and one thing alone as Kevin and Gwen looked at each other, then at the ponies moving like snakes across the grass towards them.

**_I hear your heaaaart beat to the beat of the drums!_**

**_Oh what a shame that you came here with someooooone,_**

**_So while you're here in my arms!_**

**_Let's make the most of the night like we're gonna die young!_**

**_We're gonna die young!_**

**_We're gonna die young!_**

They stomped on the floor in perfect synchronicity to the song, twirling about, Celestia at the front as she playfully gave Gwen a wink before stretching her body wide, laughing uproariously as the music swelled around them all.

_**Let's make the most of the night like we're gonna die young!**_

The lights flashed across the dance floor, the ponies twirling about, manes flopping left and right, Celestia's own mane seeming to wrap around Celestia like a robe as she stopped in front of Gwen, draping one arm over the redhead. Gwen tried not to shudder at this, Celestia moving closer, slowly turning her and Gwen around, moving the girl slightly onto the dance floor as she did.

"Young hearts, out our minds

Running 'til we outta time!

Wild child's lookin' good

Living hard just like we should!

Don't care who's watching when we tearing it up!"

"I know!" Gwen remarked nervously with a shaky smile, Celestia touching her cheek with a hoof.

"That magic that you got nobody can touch!"

"For sure!" Gwen added. _"Oh please don't hurt me!"_

Celestia leaned in closer, whispering in Gwen's ear, the ponies now moving in an almost perfect circle around Kevin as he looked over at Gwen, trying to move for her, only to be cut off by more ponies, Kevin cringing as he stepped back. "Look, y-you gotta stop!"

"Ohhhh?" Rarity asked, waving her hoof in the air as she approached him, giving him a playful poke in the center of his chest. "You ought to be honored I want to spend time with you!"

"You really don't have to." He said darkly.

"I know! That's what makes me so nice!" Rarity admitted with a small, high laugh, throwing her head back, wrapping her hooves around him as he shuddered and cringed, almost sticking his tongue out. And he'd thought the four-armed Amazonian lunatic that was **Princess Looma** was the Girlfriend from Hell!

**_"I know who you are! I know you're type!_**

**_Looking for some trouble tonight!_**

**_Pretend it's the last night of our lives!_**

**_We'll keep dancing 'til we die!"_** Rarity seductively crooned.

Gwen wasn't doing too well either. Celestia was practically on top of her, tracing a hoof down her chest, licking her lips slightly.

**_I hear your heaaaart beat to the beat of the drums!_**" She whispered, tapping Gwen's heart. Thump-thump.

"I-look, I'm-I'M not comfortable with this!" Gwen began to say. "I've GOT a boyfriend, I'm not interested in girls-"

**_Oh what a shame that you came here with someooooone…_** Celestia crooned with a chuckle, her mane slinking over Gwen's shoulder as if trying to wrap around her like a snake encircling prey. **_ So while you're here in my arms!_**

**_Let's make the most of the night like we're gonna die young!_**

**_We're gonna die young!_**

**_We're gonna die young!_**

**_Let's make the most of our night like we're gonna die young!_**

And then, salvation. The door to the hall burst open, Ben holding Rainbow Dash in his arms, cuts and bruises all over his own body as twigs stuck out of his hair. All of the ponies instantly turned, gazing with shock at the sight before them as Ben held Dash slightly up, panting a bit.

"She!...needs help!" He gasped out. "And I do too! So is there a doctor in the house?!"

"What happened?" Fluttershy asked, immediately bolting over to her, the Element Bearers racing to their friend, clear and obvious looks of concern on their faces as Princess Celestia blinked before dusting herself off, letting go of Gwen and making her own way over along with the rest of the ponies in the town hall. Vinyl Scratch halted the music, putting her sunglasses away and blinking stupidly, Gwen noticing that the pony with dark grey fur who'd approached them before to talk about the Outsider was in the back, staying far away. Stranger still, he was scribbling something down on a notepad, looking from Dash to the Main Element Bearers and Celestia.

"We were having this race at the Everfree." Ben murmured. "I had tripped, I fell down a hill and knocked myself out. When I woke up, though?"

He cringed. "Something tall, dark and ugly was staring me in the face."

* * *

Ben moaned as he rubbed his head, trying to get to his feet only to see he was now surrounded on all sides by very unpleasant, smirking faces that, most definitely, were not normal ponies. No, these things appeared to be the horrific love children between a disgusting black beetle and a pony, with holes in their frames, bug-like wings, compound eyes and sharp, ravenous fangs. They stared at him, looking amused by his surprised expression as he immediately glanced down at his wrist.

Crap, crap, crap. The Omnitrix was still timed out! He had to stall, he thought to himself, a cold wind beginning to build up around him as the moon scarcely filtered down through the thick brush above him. He laughed nervously, looking about at these insectoid creatures. "So, er…come here often?"

"Oh, quite often." One rather thin one remarked, its voice unnaturally softspoken as it giggled a bit. "You caught us just in time for an early lunch, as it were."

"Yeah. Heeheeheeheehee! You!" A slightly scrawny one laughed, yellow eyes alit with glee as he covered his face with one hoof before a thicker-bodied one with a scar over its eyes gave it a whack over the head and silenced him from whining with a glare.

"Hey! None of that. We do things with class here in the Everfree. And that means me first!"

"Er, uh, wait! I mean, I don't even know your names." Ben said quickly, holding his hands up, chuckling a bit, sweat popping up on his brow. Just a little longer, he thought to himself. "You from Ponyville?"

"PONYVILLE?!" All of the creatures asked, heads thrown back, laughing uproariously as the one with the scar over his eyes laughed, wiping tears away with an arm. "Oh, oh that's a good one. Those pathetic sissies? No, no. We're Changelings, not ponies."

"What's the difference? Besides the appearance you could easily pass for ponies." Ben asked, genuinely confused.

"Oh, but you see…" The leader tapped the side of his head, Ben seeing his body being covered briefly in a blaze of greenish fire as a now perfect imitation of Rainbow Dash herself appeared. "That's the idea, bucko!" He laughed, his friends all clasping their hooves together, rising up on their back hooves and standing alongside "Scar" as he bowed deeply. "For first you see us!"

With a THWOOM, all of them suddenly vanished, disappearing before Ben's eyes, their voice lingering on in the chilly night air as Ben glanced about, head twisting around as his eyes futilely scanned for any sight of them. "Now you don't!"

"Okay. Um, neat trick?" Ben quietly muttered, looking down at his wrist. Nope. The black and green alien "watch" was still timed out and he waved it in the air angrily. "C'mon, c'mooonnnnn!"

"Now you hear us…_now you won't._"

Suddenly their voices, which had sounded far closer, now seemed to be scarcely whispers, flittering away into nothingness as Ben stood up, turning left and right. Where on Earth were-

And then they were all around him, Scar draping one arm over Ben's shoulder as he leered into the human's face.

**_It's our secret of survival in a very nasty world!_**

Ben leapt up in the air, the Changelings catching him as he fell, all getting up close and personal with his face, smirking darkly at him. "Now you feel us!"

Thwoop! Suddenly they were gone and Ben flopped to the ground, coughing slightly as the Changelings laughed sadistically. "Now you can't!"

"You got a freaky sense of humor!" Ben yelled out, the Changelings popping back into sight before him, all of them twisting about, dancing mockingly before him, spinning slightly as Scar smirked. "Are we real? Perhaps we aren't!"

"You're "real" hilarious. Don't quit your day jobs." The human growled.

**_It's our secret of survival in a very nasty world!_**

**_It's our secret of survival in a very nasty world!_**

"Is it really such a nasty world here?" Ben asked, looking down at his Omnitrix, slashes and cuts over his wrists from trying to tear through the woods and from the Changeling's sinister clutches. He didn't know how much longer he could last, but the watch wasn't-

_Damn it, turn back to normal! Activate! Anytime now?!_

"Oh yes. A Very. Nasty. World." Scar sneered, clapping his hooves together, now even more changelings popping up right beside Ben, screeching right in his ears.

"**Nastier than you could ever dream of!**"

Ben took off running, panting slightly as he tore through the forest, only to reel back as a Changeling swung down from a tree branch, hanging upside down with a big, dark grin on its toothy face. "From up above!"

"And from beneath!" One cried out, leaping from a pit right in front of Ben as he leapt back, right into the arms of another Changeling that licked his cheek, Ben shuddering in disgust.

"Eyes and jaws…" It whispered, Ben shoving it away, panting heavily, sweat dripping down his forehead before he wheeled about, a Changeling now imitating him, in a sense, but deformed, foul, mouth hanging slightly open, fingers turned to clawed digits, towering above him and glaring downward.

"Claws and teeth!" it roared, Ben ducking underneath it's legs, barreling away as fast as he could, the Changelings continuing their mocking, sadistic song, clear glee in every little word they sang. It was like they were all around him, their singing came in every direction and he couldn't seem to get-

**_"Ready to attack you, you're a snack, you'd better run!"_**

"The next time I am in these woods, _I'm gonna bring a gun!_" Ben remarked aloud, wheeling about to see if they were still following him, slamming into a tree with a loud "OOMPH" as he groaned, clutching his head. The Changelings began to giggle and hiss in delight as he growled back at them, the Omnitrix still not reactivated. "You guys are seriously, seriously messed up!" He yelled.

"Every creature for survival has to look out for itself." The thinnest one remarked with a shrug.

"Got no nannies here nor grannies here to look out for your health!" Scar laughed.

**_"For you're in wild woods! And any child could tell you that you've got no business being here!" _**They all sang out, arms spreading wide before laughing maniacally, then vanishing anew, clearly enjoying how frightened they were making the young lad. **_First you see us! Then you don't! Now you hear us! Now you won't! It's our secret for survival in a very nasty world!"_**

"Keep away from me! I'm warning you!" Ben yelled out, looking back at the watch. Damn it! Damn it, it was still not reactivated! Was it broken?! How? Why was it taking so-

"Now you feel us! Now you can't! Are we real? Perhaps we aren't!" The Changelings all said as one, now popping back into visibility, getting closer. Closer!

**_It's our secret of survival,  
_****_It's our secret of survival,  
It's our secret of survival in a very! Nasty! WORLD!_**

But then…salvation. Rainbow Dash came bolting through the forest with a thunderclap, striking like lightning, one hoof catching Scar, the leader, squarely on the back of the head. He went flying through the air, stuck into a tree hollow as she wheeled around, now thrusting both hooves into the chest of another Changeling. He collided with his comrade and they went sailing into shrubberies nearby, Dash's face practically purple with rage, veins almost popping up on her forehead.

"You wanna talk nasty?! You're about to see real nastiness! Because nobody but **nobody** hurts my friends and gets away with it!" She roared out, every word instilled with pure, raw, undiluted righteous rage as she launched herself at the Changelings, Ben's Omnitrix beeping as it finally turned back on.

But now Ben didn't need it. Rainbow Dash was cleaning house. She grabbed one Changeling by the leg, sweeping him around and using him like a gigantic club, smacking the skinniest one there into the ground and up to his neck like he was a nail and she was wielding a mighty hammer. She struck hard, then whirled about, catching a changeling that had dived at her on the side of its head. His neck practically snapped as he flew into another tree, Rainbow Dash grabbing hold of one Changeling and pounding him into the forest floor.

"Dash, I-I think they're good, you can stop now…" Ben tried to say.

But Dash wasn't having any of it. She turned on another that was trying to sneak away, shooting forward and grabbing him by the neck, whirling him around and punching him squarely in the face with her hoof, making him collapse to the floor. She turned on another, grabbing him around his sides, tugging him close.

"Going somewhere?" She growled. "I don't like people picking on my friends. So you're not going anywhere until I'm **done with you!**" Dash snarled, launching him through a tree, then grabbing him by his leg. The Changeling "eeped", Dash yanking him out of the tree and then slamming the poor schmuck into the ground again and again, treating him like a rag she was trying to get all the dust out of. She finally tossed him through the air and he hit a rock with a loud KRA-KRAK as she grabbed hold of another rock, holding it high. She launched it through the air, the rock bashing into the head of another Changeling, knocking him to the ground as she leaped on top of him, holding her hoof up high, bringing it down on him. Again and again she struck-

And then Ben grabbed her arm. **"NoW wHaT?!"** She roared out, wheeling on him, mouth practically full of spittle as her eyes were as red pinpricks. She hissed in his face before Ben shook his head.

"Dash." He said quietly as Dash blinked slowly, mouth slightly agape before she looked down at the Changeling, its lip split, one eye blackened, teeth slightly shattered as it skittishly quivered beneath her. "He's done. You cross that line, there is no. going. back." He told the Pegasus pony.

Dash slowly looked over at Ben as he looked her squarely in her eyes, speaking as carefully as he could.

"And heroes don't cross that line."

"I-I just…I didn't mean to." Dash managed to stammer out, rising off the Changeling as it bolted away through the forest to join the rest of his friends, her eyes beginning to brim with tears. "I'm-I'm just…I just wanted to protect you. I'm supposed to look out for my friends. I'm **supposed to.**"

"But you can't go that far. You have to know when to stop." Ben insisted. "Dash, does this have anything to do with your Element of Loyalty? Is it making you do this?!" He wanted to know.

"With power magic, the truth concealed, I don't wanna say it, but these lips are sealed." Dash murmured in a disturbing monotone, her eyelids beginning to flutter. "We're broken. Cracked…I want to be put together right…"

And with that she passed out on the spot, flopping into Ben's arms. And she remembered…nothing more.


	5. Putting the Pieces Together

Dash being in such a state had somehow triggered something within the other ponies of Ponyville, especially with her friends. And it became very clear the next day something was terribly wrong, because none of them were even interested in talking. All their smiles had faded, all the joy had been sucked from their very being. They might as well have been colored grey, because their very mood was downcast and subdued, barely meeting Ben and the other's eyes as they approached.

Gwen tried to speak to Twilight, but she was lying outside her tree, looking up at it as she laid against the grass, blinking slowly. "Twilight?" Gwen spoke up, nervously approaching as Twilight faintly twitched, glancing ever-so-slightly in Gwen's direction before looking back at the library. "Twilight, is everything alright?"

"Every time I look at this tree I feel as though I've lost something of infinite value." Twilight muttered quietly. " A feeling so great and terrible it makes me want to cry. I feel...empty inside." She admitted, slightly rising up, brushing a hoof against the tree. "I don't understand."

"...I don't either." Gwen thought inwardly. Why were they all acting this way?

Kevin nervously poked his head into Fluttershy's home, glancing about. All of the animals were sitting around Fluttershy, who had her face in her hooves and was still as a corpse, Kevin carefully approaching. "Hey, um...I ain't good with touchy feely stuff. Are you okay?"

"I feel like I want to throw up, but I can't bring myself to." Fluttershy mumbled. "Everything about me feels...off. Derpy said she'd come by with some muffins to help me, said the animals would really like them." She admitted as Derpy the pony cheerily walked into the house, a large wagon loaded up with muffins behind her. She tugged it inside, passing them out to the animals as Fluttershy just quietly munched on one of her own. "Thanks, Derpy. I appreciate it."

"Anything for a friend." Derpy insisted, walking towards Fluttershy and hugging her, Fluttershy carefully returning the hug. "You alright? You feel cold."

"I feel that way inside and out." Fluttershy quietly remarked. "Derpy, I feel like I don't belong here. Like I'm just...filling in for someone and I don't deserve to be here. Do you ever feel that way?"

"I think we all feel that way sometimes." Derpy insisted, giving Fluttershy a pat on the shoulder before she and Kevin headed out the door, Derpy closing it behind her before she bit her lip. "I gotta go stop by Rarity's house, she's locked herself in her closet and I think a little wine tasting will cheer her up. But, um, Kevin? Can I ask you something? Is it...better to pretend and be truly happy, or to be honest and feel unhappy?" The slightly googly-eyed Pegasus inquired.

"What do you mean?"

"Say that you, well...um..." Derpy chewed her lip as she and Kevin made their way down the winding path through the forest, the sky slightly overcast as Derpy's blond mane flopped down by her side. "Say you were filling in for somebody. Claiming to be somebody else, and that made you popular with somebody you'd always wanted to like you. If you could keep them liking you just by keeping up the lie, would you? I mean, if nobody was really getting hurt, wouldn't that be okay?"

"Normally I might say 'yes'. But I stopped thinking like that." Kevin remarked. "Cuz if you really want somebody to care about you, you really shouldn't lie to them." He said, shaking his head. "Keeping secrets usually is a bad idea. USUALLY. Not always, but usually."

"Yeah. I suppose you're right." Derpy admitted. "...it can just be hard to be honest when you think the truth will hurt."

Elsewhere, Rook was approaching Applejack's farm, and he slowly pushed the gate open as he glanced about. It let out a soft CRRREEAAAAK as he made his way across the field, towards a slightly open barn door, hearing faint sounds coming from within. Nervously, he tiptoed towards the door, opening it further before peeking inside, seeing Applejack was sitting with her back turned to the door, head hung low, and with her hat lying to the side of her.

"Ms. Applejack? Are you feeling alright?" He inquired with a faint air of apprehension.

"This hat belonged to my dad, y'know." Applejack admitted, her voice...odd...as she held it up, Rook blinking slightly before a question came to mind.

"Your parents? I don't believe I have ever seen them."

"We found out about five years back there was a tar pit in the well in the backyard. It's why we couldn't get fresh water from there and had to build a new one. But we didn't find that out until after Ma and Pa took a spill down into it." Applejack quietly informed Rook as he approached a little, as if afraid she'd snap. "When they died, though, I-I didn't let myself get mad. Cuz, well, I...I reckoned that no matter what, I'd always be able to hold my pa's hat in my hooves, and I could see him and ma's smilin' face when I turned it over. I could always think of their big, dumb grins and nothing could take that memory from me."

"That's a very beautiful sentiment." Rook admitted, or rather, was about to. Because then Applejack turned around, and he saw she had been crying for what appeared to be hours, her eyes bloodshot and cheeks tearstained, voice even more hoarse than he could have imagined.

"I can't remember what they _looked _like, Rook."

"I don't even think balloons can cheer me up." Pinkie Pie mumbled as she sat on a bench outside of Sugarcube Corner. Her hair was unusually long and flat at the moment, a visible funk surrounding her as she looked at the balloon that she had tied to the bench. She sighed, taking a marker and trying to draw a happy face on the balloon, only for it to pop on the spot. "Yeah. That's pretty much how I feel." She admitted as Ben cringed, walking over to her as Mr. Shinedown took notes in a notepad.

"You're exhibiting all the classic signs of survivor's guilt." He informed her. "Can you tell me what image comes to your mind?"

"I feel as though I'm drowning." Pinkie mumbled, her eyes becoming misty, her tone subdued as she spoke. "I'm entering a lake and just letting go, just...sinking away. I can feel it tingling all over me as I go deeper and deeper, and I don't want to leave."

"How...fascinating." Shinedown admitted, though with an obvious air of concern in his voice. He gave Ben a look. "I may need to put her on suicide watch. Derpy's going by Rarity's house to do the same for her. I don't trust her around all those scissors she has in her home."

"I need to pay a visit myself." Ben commented before he noticed a large throng of people were circulated around a bright white and pink tent, and Princess Celestia was inside, handing out various torches and pitchforks, dressed in full, majestic regal armor. Including the armor that Gwen had spoken about. The armor designed to make attention instantly get drawn to her chest as she kept handing out various pitchforks to hand to different ponies.

"And here's one for you, and one for you, and one for you, now remember, they're a sneaky bunch, those Changelings, inkblooded little slime. We need to clean their clocks and fix their wagons for what they did to Dashie!" She proclaimed. "Don't forget your Changeling calls." She added with a wave of her golden-horseshoed hoof.

Indeed, various ponies in the crowd held up little red horns, blowing into it. "IMMA GONNA HUG YOU! IMMA GONNA HUG YOU" echoed out, Celestia beaming with pride before taking notice of an astonished Ben. "Why, Mr. Tennyson, how good to see you! I'm sorry I'm not fully dressed." She sighed, running a hoof down her chest and sighing as she hopped out of the tent and walked towards him, Ben noticing something was definitely different about her. A piece of her armor appeared to be gone, and he tilted his head to the side as he looked her over.

"Oh, your...um...your rear armor?"

"Yes, my "fanny pack" is gone." She sighed. "I noticed it missing when I was putting the rest of my armor on this morning." The princess sighed. She'd been sliding on her golden, glittering armor with a spring in her step, sashaying her way across the room, shaking her booty as music played on the nearby radio.

**_"Have you seen me? On the dance floor! I got the boom, shake the room, bring the lightning and the thunder! They wanna meet me...they wanna touch me! Hold on tight, for the ride, and then all of them will hunger!" _**She laughed aloud, slapping her behind with one hoof and chuckling as she sauntered over to the closet. Now where had she put her golden butt armor, she mused to herself as the radio kept playing. "I'm gonna show them how to work iiiiiiiii-"

She trailed off, mouth hanging open. It was gone! She tossed various clothes and robes and knickknacks from the mahogany closet aside as they landed on the deep purple bed and the bright red carpeted floor behind her, gasping as she kept digging. "But-but where...how did I...huh?! Where did I put it?" She muttered. "I KNOW I put it in my closet-"

Then she blinked. No, wait. Her closet had been full, so she'd gone to put the fanny pack in her second closet. The one next to...

GULP.

She nervously gulped, reaching for the secondary clothing closet, opening it up. No. It wasn't there. And that meant that, late last night, half drunk...she had put her rear armor into the "closet of unimaginable torment". She cringed as she looked at it, briefly opening it up-

**_"Care a loooot! Is a place we all can gooo!"_**

"AAAAAAAAAAAA!" She slammed it shut, wiping her brow, heart thumping in her chest. That thing was long gone, passed through the space between spaces. Who knew what insane, disturbing place it had ended up?

"I can only imagine where my poor armor is." She sighed to Ben, hanging her head as he scratched his. Unbeknownst to her, the armor was actually not as far off as she thought, because the greasy and green-haired queen of the Changelings, Chrysalis, was struggling to get the incredibly tight rear armor off her butt, howling as she tugged and tugged, gritting her fanged teeth and cringing.

"GET! THIS! THING! OFF ME!" She yelled out. "Heaven's above, it's chafing my ass!" She screeched at her Changeling troops, scraping her ass along the floor, scooting about and yelling. "OW OW OW OW! GET IT OFF ME!"

"I wish I could have nice armor randomly pop onto MY ass." Chief Advisor Pincer mumbled as he sighed and shook his head, going off to get a crowbar.

"This is too far." Ben inwardly thought, cringing visibly at all this. He didn't like the Changelings either, after all, you didn't care much for people that tried to eat you. But she was pretty much advocating for vigilante justice. And looking at her face, he began to wonder. What had he ever seen in her? Where had he gotten that impression of wisdom and sagely, maternalistic drive? This woman was just out of her mind. She was clearly nuttier than squirrel poo.

"Look, the Changelings can, well, CHANGE SHAPE. Your little ponies are, for the most part, going to do two things against them. Jack and squat! And Jack left town." He said, jabbing a thumb behind him. "They're gonna get their butts handed to them!"

"Well, perhaps you'd like to join us in the search for those rapscallions and ruffians?" Princess Celestia asked. "And then maybe, after, you could join me for victory cake!" She said, suddenly pulling out a large cake on a big, flowery plate and beaming.

"Er...um...maybe later." Ben said, nervously booking it away from her. Forget the Changelings, he couldn't help but think of Rainbow Dash. She was still in the hospital. As he made his way down the road towards it, he wondered if she'd be ready to talk. He had been sure she'd been on the verge of saying something very important before she passed out almost in his arms after walloping those Changelings. And he was dead set certain that he could get more of the truth out from her if he just approached things a liiiiittle cautiously.

It'd be difficult. He wasn't a very patient guy. But he'd gotten kind of smarter over the years and his technique was more than just "smash something until the bad thing fell down" now. He could do this.

...

...

...

... "Can I really do this?"

Green had been somewhat disgusted with how the nursing and residency staff in the hospital seemed to be slacking off. They were chatting too loudly, their coats had bloodstains on them to some degree, a few were stupidly playing cards, and the rooms where the patients were not in were a mess. Worse still, the smell of bleach for cleaning was too strong!

Green had ample experience in hospitals. She had to work there during the day when she wasn't bartending at night for years on end, and she knew that bleach was a smell that made patients instinctively despise being in hospitals. You never wanted the place to feel "super clean" so much as "super cozy". A hospital had to give off the feel of a hotel when it came to patient care. Which meant less-strong-smelling cleaning chemicals, chipper nursing staff, and above all, making sure the patients were comfortable and at peace. You certainly couldn't do that if you kept blabbing on and on about RK Yearling's latest book.

"I'm telling you, her foray into adult mystery work is just not quite as gripping as her Daring Do novels." One of the nurses remarked, waving a hoof in the air as Green kept slinking through the vents overhead. "She should stick to what she knows."

"She can't write Daring Do novels all her life. You don't want to get pigeonholed, typecast, that kind of thing." A doctor insisted with a snort.

Still, Green thought. Was she really one to talk about doing what was best for the patients when she'd snuck into the hospital to put an end to Rainbow Dash's life?

It genuinely bothered her. Killing was supposed to be a taboo. Something you simply didn't DO back where she came from. Not even preferable as last resort. Yet the more she thought about it, the easier and simpler a solution it seemed. The Elements of Harmony were clearly messed up. Their leader who had given the people the Elements, Celestia, was a psycho with good publicity. And Green was even more worried about what they could do if left unchecked.

_It had started when she'd first arrived, and at first, Green had been captivated. Everything about Equestria was bright, chipper and hopeful. The land beamed with optimism. It gave off a sense of pure, unbridled delight, as it from straight out of a children's cartoon. Eagerly shaking hands with Rainbow Dash, Green had explained where she came from and how eager she was to learn about the place._

_"And I'd love to get to know you more." Dash told her with a big, slightly dopey grin. Green hadn't thought anything of it at the time. She'd just gone on the tour, perfectly unaware of what lay in store._

_"This is Sweet Apple Acres." Rainbow Dash said as she trotted alongside Green on the dirt road that led to the farm, Green glancing about as she scratched her head. The smell of cider wafted through the air as Dash led her towards an open barn, an Earth pony with orange fur waiting for them as she began pouring some cider from a large tankard into glasses, a little table set up. "Applejack wanted to give you a classic Sweet Apple Acre welcome." _

_"Y'all gonna hafta excuse my brother, he's as dumb as dirt." Applejack admitted, the table being a large red Earth pony with a mat on top of his back as he stupidly stared ahead, tongue slightly hanging outside of his mouth._

_"Yup!" He remarked._

_"Tables don't talk, Big Mac." Applejack admonished, Big Mac lowering his head as Green sat down, taking a sip from a cup of cider as Rainbow Dash sat next to her, Applejack sitting across as she smiled warmly. "You enjoyin' your stay here?" _

_"The people here are very nice so far." Green admitted, putting a clawed hand on her chest. _

_"You aren't hot in that jacket? C'mon, take it off." Dash offered, giving her a playful nudge as Green shrugged, removing her blue and golden-trimmed jacket, swishing her head a bit, hair flopping about as Dash felt her arm. "Oh, WOW, you've got nice muscles here. Do you work out?"_

_"I have to break up a lot of bar fights as a bartender back home." Green admitted, slightly nervous at the way Dash felt her chest._

_"You are like, sooooo warm." Rainbow Dash murmured._

_"Warmer than me?" Applejack wanted to know, pouting a little, lip slightly stuck out as Dash chuckled at this and waved a hoof in the air._

_"Oh, relax, Applejack! I'll be enjoying you with some milk later tonight, okay? Promise. Just let me have this." She said, scooting right up to Green and placing her head on her arm. "Please, tell me all about your home. I so wanna know what island life is like. I always wanted to travel. See the world, do incredible things!"_

_"Um, well, er..." Green was now considerably uncomfortable. She knew the tone Dash was using. She'd seen this behavior, heard this tone a thousand times. Dash was very clearly coming onto her. Her. A mother with half a dozen children! And with GRAND-KIDS! _

_"Maybe it's just their traditions to be this touchy-feely. Just try and ignore it for now." She'd reasoned to herself. _

_It became clear early on though, that she couldn't. Because the more time she spent in town, the more...uncomfortable she became. Especially when it came to talking about what they thought of as Harmony. It was as if every single other culture in Equestria was somehow ten times lesser just because they didn't have the Elements. And Celestia almost talked like-_

_It had seemed ludicrous. But Green had just assumed maybe she'd come at a bad time. Or perhaps, more likely, something was wrong with the Elements. She'd seen this kind of scenario a dozen times over: a magical doodad warping your mind. She had to get close. Had to see the Elements for herself and see if they were screwy. _

_And she had figured out a simple way to do that._

_Her tongue had slowly lapped over her lips as she'd turned to Dash. "Say...we're friends now, right?"_

_"Of course!"_

_"Well, it's just...it's such a big thing, but I'm so curious." Green had remarked in an innocent tone, sitting back on the bench, sighing in just the right way so as to let her breasts perfectly rise and fall before she caaaaarefully and purposefully turned her head to look at Rainbow Dash. "Those Elements of Harmony you all talk so highly about. I would really like to see them." _

_Dash was transfixed. It was as if she'd never seen breasts before, Green moving in closer, scooting in and smiling warmly. "You wouldn't mind showing me...right Dash? Just five minutes?"_

_Well, she'd fallen for it. Dash had let her into the main hall, the Elements on display in a glass case as Green approached, eyes wide at the sight as they glimmered and shone, Dash sitting in the back with a big grin on her face and a lipstick mark on her cheek. "So? Whaddya think?" The rainbow-haired Pegasus asked as Green put her hand on the glass case, tilting her head slightly to the side. Somehow, something wasn't quite...right. She had thought to sense something. But the air was dead still, there was no forboding aura around these things, there was just...nothing. There was literally nothing to these gems, they were just gems!_

_"Are they, like, a symbol of Harmony?"_

_"Symbol nothing, we used them to blast Discord, Spirit of Chaos, and turn him into stone again!" Dash proudly remarked. "SERVES HIM RIGHT after what he did." She glowered, a furious, disturbing glint passing over her face as Green glanced back at the Elements._

_If it was just a gem, she'd just repair it later. But Green had to be sure. She HAD to know. She drew her fist back-_

Green was jolted out of her memory as a doctor suddenly let out a long "Heyyy" below her. "Is somebody going into flashback!? You can't do that if you're not on break!" He remarked with a frown before a bell rang. "Oh! Lunchbreak. Nevermind, continue." He mused aloud, looking at the window. "You know, it's so nice out. I think we should take advantage of it. All surgeries will now be OUTSIDE today!" He proclaimed, Green watching as they began wheeling patients from various rooms out on top of carts, all whistling cheerily as she groaned inwardly. Because yeah! That was a great idea, taking people from a sterile and safe room and doing surgery out in the open in a land that had COCKATRICES!

Still, with all of them heading out, Green could exit the vent, sliding down to the ground and slinking through the halls, making for a nearby administrative "Patient List" board. Sure enough, Ms. Dash was alphabetically listed and in room A113, so Green made her way towards the long end of the white hallway, glancing about. The hospital was oddly empty except for those patients who'd just been wheeled out. She could only see one or two people in here. Maybe that was a good thing, it meant injury and death weren't common!

She flinched again, finding room A113, Dash lying on her side, facing the window, and evidently asleep as Green held her fist up and clenched it even more tightly. She could feel the sheer force of gravity coursing through her as she stepped forward. She'd just have to be quick about this, get it over with, end the threat the Elements-

A door opening nearby. She dived into the nearby closet and closed it behind her, waiting...waiting. Sure enough, the human came in, Ben Tennyson approaching Dash and nervously clearing his throat.

"Dash, you okay?" He wanted to know. "I thought I'd check in on you." He asked. "I mean, you didn't get a lot of cuts or bruises but you looked pretty crushed when-"

He stopped. Dash was shivering, and he realized why in an instant when she turned to look at him. She was crying quietly, mouth a taut line, eyes filled with pain as she looked up at him. "You're the only one who came to visit me." She said. "...I've been here all day and nobody came to visit."

"...not nobody." Green inwardly thought, guilt rising up in her.

"I...feel like a sham. I feel...fake." Dash murmured. "I don't understand."

"What do you remember?" Ben asked. "Anything at all. First thing that pops into your head."

"I'm...I'm staring at myself." Dash said, her eyes becoming misty. "I'm...speaking to myself. And I'm telling me that my lips are sealed."

"Your lips are sealed. It's a spell, isn't it?" Ben asked, sitting in a nearby chair, hands behind his head as he bit his lip. A spell. Gwen, he had to call Gwen up. Dash seemed the closest to spilling the beans. But maybe he could get more. He had a theory. "Do you remember anything about Changelings?"

Dash scratched her head, trying to sit up. She looked genuinely confused. "I know I don't like them. I know I like beating them up because they...um, they...they imitate you and...something about...Canterlot? Yeah, it was something to do with Canterlot."

Somehow, Ben didn't think this Dash was a changeling who had simply forgotten she was a Changeling. It didn't make sense she'd erase her own memory. Perhaps all of the Element Bearers?

No, that didn't make a lot of sense either because Celestia acted so wrong as well, and so did others in the town. There was no way the entire town could be Changelings nor that Dash could be. If they were, the ones in the forest wouldn't have tried to attack them. Or they would have tried to get Dash to listen by appealing to her Changeling nature. It didn't make sense! What was she, some kind of-

Wait. Another possibility. So simple. So easy. A classic staple of the cartoons he loved watching when he was younger.

"Dash, what do you know about clones?" He wanted to know.

"OH! Clones. Geez, Pinkie did something so silly one time!" Dash said, a sense of warmness entering her voice as she chuckled. "Oh, she cloned herself cuz she wanted to spend time with all of us and there just weren't enough hours in the day. Can you believe that? Ohhh, Pink. She can be so stupid sometimes, but we love her all the same. Don't know how she pulled it off, she's not got any magic-" She blinekd, tilting her head to the side. "...wait, I...was it...didn't she tell me she used some..." She trailed off, blinking some more. "What was I talking about?"

Ben smiled broadly. Now they had a real lead. Who SAID constantly watching cartoons didn't teach you anything?

"Dash, you just gave me the best news I've heard all day."

"Princess Celestia, we managed to track down the Changelings to their cave lair." A slightly worn-out Ms. Cheerliee admitted as she trotted towards Princess Celestia, who was sitting on a portable throne, hooves resting on Big Mac whilst she munched on some Pre-Victory cake, frosting covering her lips. She beamed with delight at this, standing up off the throne and swallowing down the cake slice in a single gulp.

"You've just given me the best news I've heard all day!" She said, the other posse who had been with her ambling along after her, all chatting eagerly amongst themselves as a few prepared a small box of white doves to release in celebration. "So where are our conquering heroes?" Celestia inquired, waving a hoof in the air before a small 'He-hem' echoed out. The crowd stopped, Dr. Whooves dropping his box of doves and gaping as a VERY disheveled and slightly chewed Mr and Mrs. Cake came forward, Fancy Pants and the Mayor following after with various burn marks on their body, a few claw marks down their back and, inexplicably, drawing a cart behind them. The mayor sighed before removing the sheet that was over the cart, revealing a stunned and near-comatose-looking goateed pony with blond hair who had a sausage in his mouth, his eyes bugged out and was half-naked, covered in...stuff.

"The dude does not abide." He muttered as Celestia removed the sausage, looking at the party.

"What HAPPENED?!" She demanded to know.

"Well, we got into their lair. But they were very nice about it, and only beat us up a little." Fancy Pants said, giving a small grin, several teeth knocked out of his mouth...before another fell out. "Woop. There goes my last molar." He sighed, Celestia beginning to grow red in the face."Miss, miss you're turning red."

"OHHHH!"

"Princess, you're turning BLUE!"

"_Ohhhhhhhh_..._ohhhhhhhh_!"

"Um...cake?" Dr. Whooves offered, holding up another cake as Celestia slowly, agonizingly turned to look at him, face almost purple now, her voice sounding as though she was on the very edge of-

"Doctor?"

"Yes?"

**"SHADDAP!"**


	6. Things Are Heating Up

It was so simple. So easy to understand. Why hadn't he figured it out before?

"Clones." Ben reasoned, crossing his arms as he nodded at Gwen, Rook and Kevin, all of them sitting in their spaceship as they sipped on various drinks. Gwen almost spit out the pink lemonade she had, Kevin glancing from her to Ben as Rook nonchalantly blinked. "It's clones. Everyone in town is a clone of a real pony, and they've been told to act this way or something like that. It's the only thing that makes sense. It's why things aren't right around here, because they're just imitations!"

"Clones? Really?" Gwen asked. "Well, it isn't unheard of. I suppose a planet like this with the magic it has could pull something like that off. But why?" She murmured, shaking her head back and forth. "That's what I don't understand. Why would somebody want to clone an entire town and just leave it for people to discover? Maybe the Changelings-"

"No way." Ben said, shaking his head. "Those guys don't know what's going on in here. They wouldn't have tried to attack Dash or Dash wouldn't have attacked them if they were just Changeling imitations or clones meant to replace the real deal."

"It would appear that Pinkie Pie is the one who used clone magic somehow. In a way that didn't involve "true" magic, is that what Rainbow Dash informed you?" Rook inquired, rubbing his chin in a thoughtful manner as he slightly tilted his head to the side. "If this is indeed true, we need to talk to her, and to Twilight, the town's resident magical expert."

"Kevin and I can go speak with Twilight. Ben, you and Rook can go speak to Pinkie Pie." Gwen reasoned. "Get her cheery and happy, get her talking like normal and then ask about the time she cloned herself."

"Alright, but let's try and keep our eyes peeled." Ben said as he glanced left and right, then peeked out of a nearby window, frowning as he saw Derpy was sitting on a nearby bench with the bandanna-wearing pony that had kept popping up around town. The stallion was scribbling down on a notepad as Derpy talked to him, nodding firmly before glancing in the direction of their ship. "And stay away from that dark-skinned pony with the blue hair. I think he's up to something. He's always in the background, like...watching us. Like I'm a bug under his microscope."

"Perhaps he knows he is a clone?" Rook asked.

"Could be. Let's talk to the others first, then find out what he knows." Kevin said with a nod. "And I can make him talk if he's not up for being chatty." He added as he slammed his fist into his palm.

"Guys, please. Be careful. We don't want to cause an interplanetary incident." Gwen begged, holding her hands up. "Besides, they're just ponies!"

"Those cute little ponies are monsters, Gwen. You weren't there at the rally, they can get NASTY about things." Ben shivered.

Meanwhile, Rainbow Dash was sitting upright in her bed, the nurses and the doctors still doing surgeries and other work outside. She sighed as she held her head in one hoof, shaking her head back and forth. "Ugh...my head is pounding. Did anyone get the number of the carriage that ran me over?"

A knock at the door. She looked up, Green staring at her in the doorway, Rainbow Dash's gaze darkening. "YOU." She grunted. "What do you want?! Come to finish me of, huh?!"

"I was going to, at first." Green admitted quietly. "I thought you were the problem, Dash. Because your leader's a xenophobic lunatic, a narcissistic psychopath who's head is so far up her own ass, she could see into her stomach cavity. And she'll lead you all down a dark path unless I stopped you somehow. I thought getting rid of you, of the Elements, would do that. No honor guard, no chance she could do anything."

Rainbow Dash then saw Green now looked...pained. She cringed, looking away, resting her head on her arm as she sighed and hung her head. "Dash, you know...I'm a married woman. I have children and grandchildren, but...I'd be lying if I didn't say that when we actually were together I started...really feeling something." She murmured softly, her dark eyes glittering a bit, the green undertone shining out. "And the more I thougth about it, the more guilty I felt. So...you're not my enemy. I can't let Celestia keep doing this, but after everything I've just heard...I can't hurt you."

"You already DID hurt me." Dash muttered.

"Look, I wasn't comfortable with...getting that close. I was kinda FLATTERED but...I didn't want to really do anything like what you wanted!" Green told her.

"Oh c'mon, I've heard that from Applejack and Twilight a few times, and of course there was Spike, but it's not that big a deal, really! They...I mean..." Rainbow Dash trailed off. "...it's just...it's normal. It's a normal thing to do..." She muttered. "There's nothing wrong with being intimate with your friends, there's..."

Are you intimate with them because you genuinely love them, or because you think that's what a friendship should lead up to? Like a pot of gold at the end of the rainbow?"

Dash was about to say something, but stopped, her mouth slowly closing, her thought process trailing off. She hesitated, biting her lip, trying to think of what to say, but...she couldn't.

"You know, when someone says they're not comfortable doing something...you shouldn't pressure them to make them feel it's just "natural"." Green said, sighing. "There's different kinds of love, Dash. It doesn't have to be THAT kind to be deep. Now your wounds should have healed by now. You're probably ready to go home. Take two aspirin, don't sleep on your wings for a while, and don't do any strenous activity for at least three days. And I would know this stuff. I'm a trained nurse." She added, closing the doors behind her, leaving a quiet, and subdued Dash alone with her uncomfortable thoughts, and memories of recent endeavors she was not comfortable facing...

...

...

...

...Ben and Rook slooooowly peeked their heads into Sugar Cube Corner, Pinkie Pie sitting in the middle of the room, her hair no longer poofy and her eyes red and swollen with tears. She had evidently been crying for quite some time as a small pool had formed around her, and she was sipping chocolate milk from a sippy cup, shuddering slightly with every sip as the two approached. "Oh. Hi." She mumbled, slightly lowering the sippy cup before wiping snot from her nostrils. "I'm not feeling so good."

"Is this about Rainbow Dash?" Rook inquired as Pinkie cringed.

"Kinda, but...I feel so empty. I'm like this sippy cup." She said, waving it in the air, sloshing it back and forth. "There's only backwash left in me. And I hate knowing that."

Ben had an idea what was really going on. Dash somehow knew the truth and that had triggered something in all of them, and they were trying to remember, yet hating the truth all the way. Still, he had to try and help. Not just because he wanted to know what was really going on, but because Ben believed one of the worst things you could do was to not help a girl when she was crying. His dad had taught him well.

"You know what always cheers me up when I'm feeling down?" Ben admitted, taking a chair away from one of the little white-clothed-covered tables nearby as Rook did the same and the two sat next to Pinkie Pie. "I think of the things I like to do. I think of what makes me happy, y'know. The stuff I do for fun."

"Things that...make me happy..." Pinkie murmured.

"Things that make you laugh." Rook added. "What makes you smile?" He wanted to know. "Cream colored ponies? Crisp apple strudels Doorbells and sleigh bells and schnitzel with noodles?"

Pinkie put the sippy cup down, rubbing her hooves together as she chewed her lip. "I...I like to party." She remarked. "But I don't remember why. Why can't I remember why?"

Rook put a hand on her shoulder. "Perhaps because of your friends?"

"Yeah! Does, does Rainbow Dash like to party?" Ben asked, Pinkie's face slightly picking up.

"Yeah, she...she likes the cakes I make." Pinkie said with a small smile. "She helps me pick the colors, and how they're bright and cheery so the minute you look at them, you feel all warm inside. You wanna go for stuff that's like, light blue. Light blue really cheers people up. It makes them feel all snuggly-wuggly inside." She went on, her tone beginning to pick up. "But don't ever make it orange, cuz that makes people mad. Especially dragons. For some reason, Spike just haaaaates the color orange. I remember one time I'd made this little orange carrot cake for Angel and Spike just saw it and...WOO." She chuckled, a real smile coming to her face as memory began to rise in her. "He leapt through the air and came down on it like a pro wrestler! It was amazing!" She laughed. "And the best part was that Angel actually didn't mind, because it turned out he was allergic to the frosting I used, so if Spike hadn't destroyed the cake, he would have gotten really sick!"

She shook her head back and forth and giggled. "Sometimes it's just one little thing that makes the biggest difference. If I hadn't used that color..."

"And why does APPLEJACK like to party, pray tell?" Rook inquired with a smile as Pinkie stood up and led them to the back of Sugar Cube corner as she began to open up a drawer, all filled with party favors, holding one up and pulling on it. Confetti popped out with a "Pop" as she giggled again, a visible poof coming into a few locks of hair.

"Oh, Applejack loves helping me get ready and the smiles on everyone's faces when they see how much we love to make them smile. She loves how warm and cheery people get when we give them things. Applejack says it makes everyone feel like they're family." Pinkie admitted. "She really likes to party."

"And Rarity likes to party?" Ben went on. "I bet she loooves designing them with you, right?"

"Oh, it makes her creative juices flow like a chocolate waterfall!" Pinkie proclaimed, spinning about, her hair regaining its normal poofiness. "She makes the colors pop and fills it with zazz! The decorations, the banners and hats and balloons! She loves helping me with that so much! And Fluttershy, oh, Fluttershy is a **wonderful** baker, she makes the most delightful dishes! She always puts as much tender loving care into her cupcakes as she does caring for her animals, and Twilight, oh Twilight just loves it when we're all together and singing and playing games, because she loves us all so much, and..."

Pinkie was now bright and vibrant, a beautifully bouncing display of pure unbridled joy, her hair returned to normal, her face smiling broadly. "And I like to party because it makes people happy. Because it makes my friends happy. I like to party because it brings joy and laughter to people's lives. That's...that's who I am, isn't it?"

She then blinked, rubbing her chin. "And you know...everyone's so sad around here lately. They need to remember to laugh. They need a party. Could you help me?" She wanted to know, turning to look at Ben and Rook as they stood by a kitchen countertop, glancing briefly at each other, then Pinkie. "I mean, do you like to party?"

"We like to party." Ben said with a grin.

"We like to party." Rook admitted.

"We like to party!" Pinkie proclaimed, bouncing in the air, confetti raining down all over them. "We like to party! We like, we like to party!"

"Do...I hear music?" Rook murmured, glancing about as everything suddenly seemed to get more festive and cheerful, an odd beat filling the air as Ben bounced his head slightly back and forth, the three of them making their way towards the large supply closet by the bathroom. "I think I hear music."

"You know what? I don't mind one bit." Ben realized.

**_We like to party! We like, we like to party!_**

**_We like to party! We like, we like to party!_**

**_We like to party! We like, we like to party!_**

**_WE LIKE TO PARTY!_**

Pinkie opened up the doors, and a bright, brilliant rainbow of colors seemed to cascade out as she let out a whoop, Ben and Rook gasping as a tear came to Rook's eye.

"It...it is so beautiful..." He whispered, a clown nose landing tenderly on his face as Ben felt the face paint being lovingly applied to him.

"Yes! YESS!" Ben cried out. "More! Give me more!"

"You wanna see a party? You're gonna see AAAAAAALL the parties!" Pinkie proclaimed proudly as she turned around, a party hat atop her head, Mardi Gras beads around her neck, and party tattoos over her body.

Soon, ponies in the streets began to pick their ears up, poking their heads out of windows and doors, blinking slightly. Their eyes widened in surprise, confusion, and then delight, balloons floating out over their streets, delightful music filling the air. Ponies clapped their hooves together, bouncing their heads back and forth, beginning to file out into the streets as Ben and Rook swept around Sugar Cube corner, placing party plates down, silverware and, of course, party favors onto every single table. Pinkie bounded about, banners flowing freely as she popped down ice cream cake slices on every single plate.

**_We like to party! We like, we like to party!_**

**_We like to party! We like, we like to party!_**

**_We like to party! We like, we like to party!_**

**_WE LIKE TO PARTY!_**

"It must be hard to do this all on your lonesome. But I bet it helps to have friends, doesn't it?" Ben asked.

"Yeah, and you know, I once tried to do everything all by myself. But it IS so much better with friends." Pinkie said, shaking her booty back and forth as she took out a t-shirt cannon, grinning in delight. "Though one time I thought I really could do everything I wanted all by myself because I could clone myself with this big ol' pool in the woods." She admitted, scratching her head. "Wonder what happened to that? Ah well." She said with a shrug, Ben and Rook giving each other a wink.

GOTCHA.

Meanwhile, Derpy pushed some bushes aside, seeing Kevin and Gwen making their way towards Twilight's library, her eyes narrowing. "...**gotcha**."

"This shouldn't take long." Gwen admitted as she adjusted her glasses, the sunlight filtering in softly through the limbs of the tree that made up Twilight's library, Kevin frowning as he looked around. "What is it, Kevin?"

"...one moment." He said, reaching down and picking up a rock from the ground before launching it through the air. With a BONK and an "OW", Derpy came hobbling out of a nearby shrubbery, rubbing her sore nose.

"Dat really 'urt." She muttered, none of them aware of the dark eyes that gazed out thoughtfully over them all, watching in silence...and waiting.

"Word of advice from a former crook: if you're going to tail someone, don't hide behind bushes. They're too loud, you brush up against them and you give yourself away." Kevin admonished her with a wave of his hand before he put his hands on his hips. "Now what do you want?"

"I just wanted to let you guys know that Twilight isn't in." Derpy said with a nervous smile. "But you guys just scare me a bit, y'know? Especially you." She said, frowning at Kevin. "I mean, you throw rocks at people!"

"You're lying through your teeth." Kevin said, rolling his eyes, Gwen giving him a confused look. "I know Twilight's here. I can see her way up at the top floor." He said, pointing upwards. Sure enough, just barely visible through the curtains, Twilight was there, flopped against the pane, looking dejectedly over Ponyville. "So why don't you cut the horseshit...sorry, PONYSHIT...and tell me what you really want?"

Derpy's eyes went cold. "I want you to stop fooling around here and making things worse. I want you to leave. Can't you just go away before you hurt someone else?"

"We didn't hurt anyone." Gwen remarked, looking genuinely confused.

"Oh yeah!? My friends beg to differ! Applejack won't stop crying! Not even my special muffins will cheer Rarity up!" Derpy said angrily. "And poor Twilight and Rarity and Rainbow Dash and Pinkie Pie, they...I've tried to reach out to them but they're all the same, and they only started acting this way after you guys showed up and let Dash fight those Changelings and...and I don't know what you did, but I want you to just!" She yelled, stomping on the ground. "GO! **AWAY!**"

"Well...well." The dark eyes owners smiled softly. "...so...is this truly what you wanted?"

**_I am the son, I am the heir_**

**_of a shyness that is criminally vulgar!_**

**_I'm the son and heir...of nothing in particular!_**

Derpy then shot forward, hoof held up, Gwen diving away as Kevin caught the hoof, only for Derpy to kick him across the grass, launching him into a shrubbery as Derpy wheeled around on Gwen.

"Calm down, Derpy!" Gwen said. "You're making a mistake." She insisted, holding her hands forward, a pink, shimmering protective bubble surrounding her as Derpy slammed her hooves into the bubble again and again.

**_"YOU SHUT YOUR MOUTH! How dare you say I...I go about things the wrong way! I can't help it, I just need to be loved! Just like everybody else!"_** Derpy cried out, raising her hooves up high, slamming them down in a double strike, the shield buckling before Kevin managed to knock Derpy back, kicking her away as he held up a switchblade knife he had. He touched the blade, his form now turning into stainless steel, silvery/grey texture bathing over him as if a gigantic paintbrush had given him a touch over.

A pair of hooves approaching slowly off in the distance, taking it all in, solemnly walking forward...

**_I am the son, I am the heir_**

**_of a shyness that is criminally vulgar!_**

**_I'm the son and heir...of nothing in particular!_**

"I ain't holdin' back just because you're a girl." Kevin told her before Derpy shot forward at an almost insane speed, her hoof SLAMMING into his cheek, knocking him up, up, into the sky.

"OW, your face hurt my fist!" She said, wagging her hoof in the air and pouting before Gwen snapped her fingers. Crimson/pink bands surrounded Derpy, ensnaring her like snakes as she was whacked about. Left right left right, slammed into the grass beneath her as Gwen swept her arms back and forth.

"THAT'S! MY! KEVIN!" Gwen roared out, finally slamming her fists together as Derpy spun around and around before the bands EXPLODED, the grey pegasus sent spiralling through the sky, gasping as she flopped onto a nearby abandoned cart. She grunted as she pulled herself from the wreckage, standing up and circling around Gwen as she ran to Kevin and helped him up as he rubbed his cheek.

"Ow...her fist hurt my face..." He grunted. "You got issues." He told Derpy.

"**_"Just shut your mouth, how dare you say I go about things the wrong way! I can't help it, I just need to be loved! Just like everybody else!"_** Derpy insisted, putting a hoof on her chest, grey eyes steely, beginning to brim with tears.

"Do you not want us to talk to Twilight because you don't want us revealing the truth about the clones?"

Derpy flinched. "It ain't sinister!"

"Oh, really?"

"No, it's...it's just a club, that's all. A club we belong to. Where you can meet someone who...who really loves you." Derpy said, her tone becoming softer, quieter. **_"...or you just stand on your own...and you leave on your own. And and you go home and cry, and you want to die..."_**

She wiped tears away from her eyes. "I...I don't want that anymore! She doesn't want it! _**She's already waited too long, and all her hope is GONE!**_" She cried out, barreling forth, Gwen erecting a shield up around herself, a pitying expresson on her face as Kevin just stood there by her side, seeing Derpy futilely bash her hooves against the shield, tears beginning to trail down her cheeks. "I don't want you taking away her hope! I DON'T WANT YOU-"

_"DERPY!?"_

Derpy stopped, blinking as she slowly turned, seeing Twilight standing there, gaping in surprise, mouth hanging slightly open as Spike stood behind her, hiding in terror behind Twilight's leg. He was shivering in fear, Twilight's mouth agape and her eyes staring in shock before, at last, she spoke again. "What in Celestia's name are you doing? You can't just go attacking your friends!"

"Th-they're gonna ruin everything, they...I just..." Derpy began to stammer.

_"What?!"_ Twilight said, her tone becoming angry as she walked forward, Gwen lowering the shield. "If you want them to stop something, just say it! Our new alien friends have been nothing but nice so far, they deserve better! Why don't you just say exactly what it is you-"

"Derpy was never friends with you. The real you. And she **so** wanted it." Derpy murmured softly, rubbing her hooves together as she sat down on her rear, her blonde hair hanging low over her face as her tone got soft and mournful. "She wanted to be friends with the Element Bearers that everyone loved so much. And when we decided to start things with the experiment, I got picked to be the one clone who'd know the truth from the beginning."

"So you are **all** clones?" Gwen asked softly, Twilight's mouth gaping even wider, Spike fainting dead away as Twilight held a hoof to her mouth.

"But...but how? I...that...and..." But then she seemed to refocus, and looked up from the ground and back at Derpy. "So you wanted to...to what? Kill these two so they couldn't tell me what I really was? Just so you could keep being friends with me and my other friends?" She asked, mortified.

"I just wanted them to stop, I..." Derpy held her head in her hands. "Everyone loves you. And Derpy always wanted to be closer to you, but...but this isn't what she wanted. It's not even close. The real Derpy would have wanted you to know her and love her because of what she could do, not...not because you were so close to being blank slates that almost anybody coulda gotten close to you." She muttered. "I just got so swept up in being buddies with the Princess of Friendship and her dearest friends that I forgot what made you Princess to begin with."

She slowly looked up, wiping the tears from her eyes.

"Real friends don't try to sacrifice other people just to keep a lie up. Real friends don't pretend with one another. They're honest. And I wasn't being honest with you...or even myself. This wasn't what Derpy wanted."

"I'm glad you finally made the right choice." A voice rang out and they turned, seeing Shinedown standing there. The black-furred stallion smiled warmly, dark blue eyes gazing over them all. "Derpy was meant to help me keep an eye on the experiment alongside me. We were the "control group" of sorts. But I'm glad it's come to an end. I think we have the answers we wanted."

"What was all this about?" Twilight wanted to know, shaking her head back and forth, Shinedown going over to Derpy and gently helping her up as Gwen folded her arms over her chest and frowned.

"There's a question that rose up when Twilight first really analyzed the mirror pool. She wanted to know if a clone could have a soul." Shinedown informed them all. "And so did we. But how could we trigger that spark? Make the clones somehow different?"

"...the Elements?" Gwen reasoned, eyes widening slightly.

"Bingo." Shinedown smiled. "Would they provide that little extra element that made a cheap imitation so close to becoming the real thing? Could they BECOME real boys and girls, with no strings to hold them up? Well...I'd say...**_there are no strings on her._**" He sang out, patting Derpy over the head. "It took a bit of outside influence but you did it. You helped them realize the truth on their own and nobody actually got hurt." He went on, the colt smiling happily. "I wondered if Ms. Green would do that, but I'm afraid she got the wrong idea."

"So...this isn't some big sinister plan to try and take over the world or anything?" Kevin asked. "Why do all this? I mean, clones are cool, but...still..."

The stallion shook his head. "They were all copies of us. We believed they'd be like us, good. And we hoped that as time went on and they finally learned the truth, they'd go out and do great things. If one Twilight, one Pinkie Pie, one Applejack, one Rarity, one Rainbow Dash could stop threats such as Tirek and Discord, imagine what TWO in the world could do."

"Yeah, I'm imagining. And I'm terrified."

"Is this about Celestia-?" Shinedown laughed. "Oh, come now, Mr. Levin! She's powerful, but she's nowhere near as good as the real Celestia. And if anything serious did happen, we'd just..."

KRAKKA-THROOOOM! A loud, horrific explosion echoed through the air and they whipped around, seeing the Everfree was now a burning, bright bonfire of an inferno that blazed brilliantly, an unmistakable form standing tall on a hill overlooking it, head thrown back in laughter that got high, shrill and cold.

_"...piss our pants and cry." _

"But you don't WEAR pants."

"...turns out I don't need them. Funny, that."

They took off running for the forest, a large crowd beginning to gather before the blazing inferno that the Everfree was becoming as they glanced about at each other. Hushed whispers and voices were filling the air, nervous flickering across ponies faces that were slowly filling with fear.

"Please, **please** tell us you had a Plan B in case something like this happened?" Ben quietly asked of Shinedown as they crouched down at the far end of the crowd, all of them feeling the burning waves of heat rising off from the inferno beyond, Rook looking from the stunned Pinkie Pie to Derpy.

"That's...not supposed to be on fire." Pinkie Pie's clone mumbled.

The bandanna-wearing pony cringed. "We weren't really sure. We didn't want to truly hurt any of them because they seemed so sentient and the idea Celestia's clone would be this powerful never came to us. I mean, they were just supposed to be pale imitations." Shinedown muttered. "We've got to find the real Celestia. **Yesterday.** She'll know what to do."

"Okay. So where were you hiding and observing the village from?" Twilight's Clone quietly inquired, an eyebrow raised.

"...a hidden cave close to the Pool."

"Well that's easy-"

"In the Everfree."

"...well, BUCK." She groaned, smacking her face.


End file.
